Remnant of the Swarm
by MrOreoMan
Summary: Ever since my Queen's ascension to Godhood and her disappearance, I've taken the mantle of leading the Zerg Swarm. Now with the new age of peace and prosperity between all three races of the Koprulu Sector. I grew... bored and wished for something to happen. Unfortunately for me, something did happen. Like the old Terran saying "be careful what you wish for."
1. Prologue Pt1: Welcome Back

**AN:**

 **Hello everyone this is MrOreoMan, I'm a new author trying my luck in story writing.**

 **I've been reading different kinds of fanfiction stories for a while now, and like most people on this website I was inspired to write a fanfiction myself and started coming up with some ideas.**

 **I was mainly inspired by VexMaster and his story** **The Swarm of War** **to write this story and the death of Monty Oum (rest in peace). I highly suggest reading VexMasters' story if you haven't and if you're into both Warhammer 40K and the Zerg swarm.**

 **Now without further due here is my story.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

" **Telepathic communication/shouting"**

 ***WARNING SPOILERS IF YOU DIDN'T SEE OR PLAY THE GAME***

 **Prologue Part 1: Welcome back**

 **Unknown Narrator:**

Sarah Kerrigan, or infamously known as the Queen of Blades is the ultimate ruler of the Zerg swarm. With her swarm she had conquered many planets and took countless of lives from both the Terran and Protoss races and brought terror to the Koprulu Sector.

However, before she was any of this she used to be a human, a ghost operative to be exact.

As a ghost she first worked under the Confederacy, an old Terran government, and was forged to become their ultimate assassin, she was then taken in by a rebel leader named Arcturus Mengsk and his rebel group.

She saw Mengsk as a father figure and a leader that she would follow to the end. She had close relationships to a few people, but the one person that she would treasure the most even now is a man named James Raynor leader of the Raynor's Raiders.

Both Raynor and Kerrigan joined and followed Mengsk's rebellion against the Confederacy until one mission where Mengsk deliberately abandoned Kerrigan to the Zerg onslaught on Tarsonis.

Due to this betrayal Raynor and his group left Mengsk and both men thought Kerrigan was forever gone.

Oh how wrong they were…

The previous leader of the Zerg, the Overmind, turned Kerrigan from a human into the Queen of Blades, my ruler, and as the Great War waged on between the three races so too did her powers.

The Great War ended with the death of the Overmind itself by the heroic sacrifice of a Protoss Templar named Tassadar who used the energies of the void to permanently kill the Zerg ruler.

After the Overmind's death, my queen quickly gained control of most of the Zerg broods and waged a war against some of the Overmind's loyal agents called the Cerebrates, this war was known as the Brood Wars.

During this war, however, a fleet from a distant Terran world known as Earth arrived into the Koprulu Sector. They called themselves the UED and they immediately took control of the main Terran worlds and eventually the new Overmind that the remaining Cerebrates created.

However, their intrusion did not last for long, my queen manipulated and tricked the Dark Templars into killing the New Overmind and the Cerebrates that was against her. Now as the sole ruler of the Zerg swarm she driven out and killed all the UED fleets ending the Brood Wars.

Four year later during this time my queen grew in power and the swarm assimilating new species into the endless swarm.

Then she started her conquest across the galaxy sparking the Second Great War.

During this war she was looking for pieces of an ancient Xel'naga artifact called the Keystone that was a crucial part of a prophecy foretold by the ancient Xel'naga themselves.

However, James Raynor manage to collect all the pieces of the Xel'naga artifact, and with the aid of his allies and Prince Valerian and his Dominion forces they launch a daring invasion on Char.

On Char James Raynor used the artifact to cleanse the Queen of Blades of most of her zerg influence and back into Sarah Kerrigan.

After the battle Raynor and his allies took Kerrigan to a secret research station in order to test her of any remaining zerg influence. However, they were immediately attacked by Mengsk's forces with their goal to end Kerrigan's life.

During the ensuing battle James Raynor and Sarah Kerrigan were separated and thus tried to escape the Dominion forces their own way. Unknown to Kerrigan, Raynor was shortly captured after their separation.

Kerrigan soon found out that the Dominion captured and executed James Raynor and thus in her sheer thirst for vengeance she returned to lead the zerg swarm once again. Unfortunately, the swarm was broken and in disarray and thus Kerrigan had to rebuild the swarm.

As she was rebuilding the swarm she faced many obstacles like the Brood mother named Zagara who was ultimately killed for her disobedience. With each obstacle conquered her own powers grew until the Dark Prelate Zeratul took her to the very planet where the Zerg were first born, Zeras.

In this place Zeratul told her of the prophecy of the end times and her role to play in it, however, Kerrigan did not care and only seeks power to kill her enemies.

On this planet Kerrigan transformed back into the Queen of Blades, however, far more powerful than ever before. Once she received this power she soon received a message from Mengsk himself and was given news that James Raynor was alive.

Kerrigan swore that she would find James Raynor and thus enlisted the aid of Raynors old allies Matt Horner and the now renegade Prince Valerian in order to find him.

Both Matt and Valerian succeeded in finding James Raynor and with the new Queen of Blades and her brood, attacked the prison ship that kept James Raynor.

After freeing James Raynor the Queen of Blades received a psionic message from an unknown source from the secret facility of Skygeirr.

When she arrived at the facility, she discovered the unknown source was an old enemy from the UED, a former admiral named Alexei Stukov now turned into a sentient infested terran. Stukov told Kerrigan about the facility making the hybrid abominations for Mengsk's army and needs to be destroyed.

My queen set about destroying this facility, however, Stukov also warned her about an ancient shapeshifter that goes by the name of Narud. My queen faced Narud in battle and won but was fatally wounded.

Fortunately, she was rescued by Alexei Stukov and was brought back to her Leviathan in order to recuperate.

Now my queen has finally arrived.

How I remember that day as if it were yesterday, as the saying goes.

* * *

 ***Flashback***

 **Location: Zerg Leviathan over Skygeirr Facility**

Kerrigan just woke from her short rest in the zerg spawning pool within her Leviathan after her battle with Narud and is now currently making her way to the nerve center of the Leviathan.

Narud was a dangerous and a cunning opponent, but like all those who dared challenge her, he to was ultimately defeated and killed by her.

However, she could not enjoy her victory over an ancient being such as Narud. What Naurd told her before he died sent chills throughout her body.

" **Amon lives. You will see him soon."**

Now she knows for certain that the possibility of Amon's coming will surely happen and she needs to be ready.

But first she needs to settle a score with a certain murderer before preparing for Amon's arrival.

Once she arrived at her destination she was immediately greeted by her co-hosts.

Dehaka, Isha and the new addition Stukov.

When she first saw Stukov she was somewhat surprised that the man, who was once her enemy, was brought back to life as an infested by the experimentations of Narud.

Now thanks to Stukov she found this facility which created hybrids for Mengsk and saw to it that it was burned to the ground and all it's research gone.

Afterwards she gave Stukov an ultimatum, Join the Zerg Swarm or leave, pretty much along those lines.

Now she thought about it she had a curious little question to ask him.

Stukov turned to Kerrigan and said "Ah! You are awake and in good health."

"I'm fine, but, I have one question for you, one that I have been curious about."

"What is it then?"

"You said that you were held in that facility for years, why did you choose now to contact me and inform me about this facility?"

"We felt your power weakened after the Dominion attacked Char with that Xel'naga artifact so it wasn't the right time, plus you were still under the influence of Amon at the time." answered Stukov.

"How did you know about the attack on Char and my supposed drain of my powers. And most importantly, who is "we"?" asked Kerrigan with a suspicious look directed toward Stukov.

Stukov immediately answered "I overheard the attack from some of the Dominion scientists that were experimenting on me. And about how I know about your drain of powers, well you can say I had some help from something within the facility and that something also helped me escape and communicate with you."

Kerrigan pondered over the information that Stukov told her. ' _It would explain how Stukov manage to not only escape this facility but secretly send a psionic message to me without alerting both Narud and the Tal'darim. But whoever helped Stukov must be a powerful psionic user in order to pull something like this.'_

With this new information in mind Kerrigan asked "Do you have any idea who this person might be?"

"No. Like I said something helped me escape the facility and communicate to you. When I asked for an identity all he said was that he can not tell me till the time is right, however, he did tell me where he's being currently held." Answered Stukov.

This caught Kerrigan's attention "Then why isn't he communicating with us now?"

"He told me he was being held in a Tal'darim made prison that suppresses his psionic powers. However, it seems he manage to somehow communicate with me to an extent."

"Where is this prison?"

"Deep inside the facility away from the battles that we recently fought in."

"Take me to him I wish to meet him."

* * *

 **Location: Skygeirr Facility**

After walking and ripping through many security doors Kerrigan and Stukov finally arrived at a large door to the prison that held Stukov's anonymous saviour.

When Kerrigan first arrived she immediately felt a strange familiar presence on the other side of the door, however, it was blurry due to the prison blocking most of the psionic signatures coming from within the prison and her attempt to see within the prison.

"This prison can definitely block any high level psionic powers or signatures, however, whoever is on the other side of this door must be a powerful psionic user in order to leak out this much signature, who could it be? _And why does it seem so familiar to me?"_ Asked Kerrigan as she looked at the massive door.

"there is only one way to find out." Said Stukov.

With that statement Kerrigan begun to use her pisoinc energy to blast open the door. Due to the Tal'darim runes and technology, the door held against Kerrigan's power.

Annoyed, Kerrigan pooled in more of her energy into the attack and was awarded with the door slowly giving away.

With one last push the door gave way and was blasted apart by Kerrigan's sheer psionic power. With a smirk of victory, she and Stukov walked into the prison in order to meet their unknown ally.

The prison was fairly large, large enough to fit two Ultralisks with some room to spare.

Other than the large amount of space, the first thing they saw when they entered the prison was the sheer amount of wires and machinery covering and connected to the walls and the floor of the prison.

The second thing they noticed was all these wires were converging to the center of the prison, and the being at the center connected to all the wires made Kerrigan and Stukov stop in their tracks.

The being was a large worm with fleshy bulbous body with seven pairs of purple tentacle-like legs.

Kerrigan and Stukov knew exactly what they were looking at.

It was a cerebrate. A powerful one at that from they can sense.

Kerrigan was the first one to get out of her shock and walked up to confront the cerebrate followed shortly by Stukov.

"Who are you. And were you the one that informed and aided Stukov and me with the downfall of this facility?" Asked Kerrigan.

At first the cerebrate says nothing. Until after a moment it spoke with a tried voice.

" **My queen, is that you? It's good to see you once again."**

Kerrigan was taken off guard when the unknown cerebrate communicated with her telepathically, no one other than those of her swarm ever dared or succeeded, however, that did not matter as she quickly composed herself.

"You know me but I don't know you, however, I will admit you seem awfully familiar. Who. Are. You." Demanded Kerrigan.

" **My queen, have you forgotten about me, it is I your guardian and your first loyal servant when you were first indoctrinated into the swarm."**

This greatly shocked Kerrigan. "That's impossible! The cerebrate that watched over and served me was killed by the Dark Templars when the Overmind was killed!"

" **That is true, however, after that battle Narud found my body and essence and thus resurrected me back from the dead. However, for years he tormented, experimented and used my very essence and DNA to create and perfect his hybrids. It was this very prison where he kept me from communicating with you and using his foul technology and energies to keep me alive through the years. However, as he kept me here I grew stronger by secretly feeding off small amounts of psionic energies of this place for many years without Naurd's knowing until I could, with great effort, communicate and see those outside my prison. That is where I found Stukov and the destruction of this facility. With him I devised an escape plan for him in order to communicate with you about this facility, but had to wait for the right moment. That moment came when I felt a large spike in psionic energy and immediately recognized it was yours no matter how faint it was. So I set my plan in motion, aided Stukov and you know the rest."**

Kerrigan was left speechless. Her first and most loyal servant/guardian that she thought had been killed all those years ago is supposedly now alive once again in front of her.

"You know this cerebrate?" Asked Stukov as he was looking between her and the cerebrate in confusion.

Kerrigan pondered, even with his psionic signature being as familiar as her old guardian this one might be a fake, she needed to test him.

"If you're truly that cerebrate then tell me, what did the cerebrate teach me after the death of cerebrate Zasz?" This question that Kerrigan asked will confirm for her whether the cerebrate before her is or isn't her loyal guardian

Without hesitation the cerebrate answered.

" **Vision my Queen. I taught you vision."**

Once again Kerrigan was left speechless.

When Kerrigan first emerged as the old Queen of Blades, she met the cerebrate for the first time and was thankful towards this cerebrate for protecting her. Thus she asked him to continue to watch over her. As the Great War waged on, the cerebrate taught Kerrigan all he knew on how to lead the Zerg Swarm as effectively and efficiently as she can and she in turned grew more powerful. She still remembers the most important lesson he has ever taught her.

" **Listen well Kerrigan. The Swarm is powerful. But power is not enough for it's leader. You must possess vision. With vision, no army of any size or power can ever hope to defeat you."**

' _It's truly him. My servant. My guardian. My teacher.'_

Stukov brought her out of her dazed mind.

"By the silence of this room, I'm guessing the answer was correct and that you two know each other."

Quickly composing herself Kerrigan replied.

"Yes. This cerebrate was created by the first Overmind and was tasked to protect me while I was growing within my chrysalis. After I was born as the old Queen of Blades I asked this cerebrate to continue his vigil to watch over me as I was still intergrading to the zerg swarm. I thought he was killed by the Dark Templars when the Overmind died those many years ago." answered Kerrigan as she once again looked towards the cerebrate.

" **Now I'm once again back in your presence after all these years, oh how you grew in power my queen, it was my wish to see you once more during my years in imprisonment,"** says the cerebrate.

"It's also good to have you back after all these years, I will need your services once more for what the Zerg will face in the future," stated Kerrigan.

" **I dearly wish to serve you once more my queen, however, I cannot with great regret as the machine I'm connected to is the only thing keeping me alive. If I were to be separated from this machine, I will die, Narud saw to that,"** said the cerebrate **.**

This news caused Kerrigan to curse

"Damn you Narud! There must be another way! I will not lose you again!"

" **I'm sorry my queen. There seems to be no other way,"** Said the cerebrate as his entire body seems to deflate.

After a moment of silence and sorrow from both the cerebrate and Kerrigan, Stukov came up with an idea.

"What if we can find a new host body to house the cerebrate?" This brought back hope into Kerrigan's eyes.

"Yes that could work, but where are we going to find a suitable body for the cerebrate, his psionic power is immense from what I can sense, no regular body can withstand that much power," Kerrigan pointed out.

" **There is one body that might work,"** This caught the attention of both Kerrigan and Stukov.

" **When this facility was built, Narud had been secretly collecting any Terrans with powerful psionic potential. He would then use these Terrans' psionic energy and souls to feed his hybrid, what is left is but an empty husk. While I was communicating with Stukov during our imprisonment I noticed a very faint but powerful psionic signature coming from a captured Terran, at first I thought nothing of it, now it might be my only key to salvation,"** explained the cerebrate.

"where is this body now!?" hastily asked Kerrigan, if there was a chance for her guardian to once again be by her side commanding the swarm, then she would take it.

"I know where it might be, this facility has a cryo-chamber deep within the facility where they keep all those bodies, that's where they kept my body before they turned me into this," answered Stukov as he gestured to himself with his right hand.

"Then what are we waiting for, lets go!" Demanded Kerrigan as Stukov proceeded to exit the prison with Kerrigan following closely behind him.

* * *

 **Location: Skygeirr Facility**

Kerrigan and Stukov arrived at the cryo-chambers.

The first thing they noticed was the amount of cryo-pods that was currently housed.

There were rows upon rows of cryo-pods with each housing a body.

It was an intimidating task they had to fulfill, but, Kerrigan wasn't deterred even in the slightest.

She faced far worse.

Stukov on the other hand.

"This is a lot of bodies, it might take us, I don't know, maybe a millennium at least to find this body for your servant," Stukov said sarcastically.

"We must try. I need the cerebrate under my services again, he will aid me greatly against Amon once we find this body, even if it means that I have to sort through all these pods."

Luckily for Stukov, they didn't need to.

" **My queen, it may be easier for you both if you try sensing for the greatest psionic residue. The hybrids usually need time to consume the psionic essence of these Terrans and thus once finished, they leave behind a residue of psionic energy. The greater the residue, the more powerful the Terran must have been psionically,"** explained the cerebrate.

With this new information, Kerrigan's eyes glowed with psionic power as she scanned the room for the suitable body.

What she saw was green, mist like aura that each cryo-pod were currently emitting.

Most of the pods would emit the same amount of aura, while others would emit more but not enough for them to be the suitable host.

It wasn't after 20 minutes of searching that she came across an interesting pod.

This particular cryo-pod was emitting a large amount of psionic aura that it over shadowed at least three other chambers beside it on both sides.

" _This must be the one._ Stukov, cerebrate I found it I'm taking a look."

As she activated the cyro-pod and took a look at the body.

Suffice to say she was somewhat surprised.

The body was of a young adolescent male probably around sixteen years old.

He has short black hair and was probably around six feet tall, pale white skin and had a skinny almost stick like build while wearing grey undergarments.

However, most defining feature was his eyes, they were blank and without any signs of life.

If it weren't for the occasional heartbeat and breathing, she would've thought this teen to be a dead corpse.

Other than the eyes there wasn't any other defining traits about the teen.

Stukov came over and had a look at the teen. To say he was unimpressed.

"This is the host body for the cerebrate? Well I've seen far worse corpses. Are you sure you got the right one?" Asked Stukov as he stares at the corpse like body in the pod.

"I'm for certain that this is the right one, this child has the greatest amount of psionic residue compared to the other pods in this chamber," Kerrigan explained as she lifted the teen from the pod and carried him bridal style back to the cerebrate.

* * *

Once they arrived back at the prison, Kerrigan laid the body of the teen in front of the cerebrate for him to inspect.

" **This is definitely the Terran that I sensed, now I must concentrate, for this next part is vital to my survival and must not be disturbed, I never done or attempted this before, you both should stand at a fair distance away,"** stated the cerebrate as the other two zerg beings proceeded to stand at a safe distance.

Kerrigan was worried for the cerebrate, but believed that the cerebrate can to do this procedure, while Stukov was curious and cautious on what was going to happen next.

They didn't wait long for the cerebrates whole body started to glow bright orange with psionic energy.

Then in a burst of energy the cerebrates psionic power created a storm of pure psionic energy around both him and the body.

The storm grew in both power and ferocity to the point where both Kerrigan and Stukov couldn't see the cerebrate and the body and are currently baring the storm the best they could.

Both spectators were awed by the sheer amount of psionic power that the cerebrate held. However, they weren't the only ones feeling the cerebrates power. Almost every psionic sensitive user in the Koprulu sector felt a powerful and ancient power.

The Protoss thought this ancient psionic power was the Overmind returning and thus were in panic and prepared for the worst.

The Terrans' ghost or spectre operatives and psionic users felt immense headaches and nausea from this power.

The Zerg everywhere were attracted to this power like moths to a flame.

And just as it suddenly appeared, it stopped.

The storm of psionic power has stopped. Both Kerrigan and Stukov looked around the prison they only saw devastation.

Wires and machinery were burned, melted and shredded to pieces, while the ground, walls and ceiling had large burned gouge marks and was charred black.

In the center of the room was a fairly large crater, still smoking after the ordeal.

Both spectators were awed by the aftermath of the cerebrates power.

' _The cerebrate is this powerful? How in the world did we, the UED, manage to capture the Overmind If they were holding this much power?"_ Stukov then looked around the room once more and decided not to think about it to hard and started making his way towards the crater.

At the same time Kerrigan was making her way towards the still smoking crater.

' _I can't sense him, what has happened? Did he succeed? Or did he die again?'_ Kerrigan than used a weak psionic wave to clear the smoke.

What they saw surprised them.

They didn't see the body of the cerebrate anywhere but the body of the teen lying at the center of the crater in a fetal position, however, the body changed.

What once looked like a corpse, now laying in the middle of the crater is a far healthier looking teen. The body now has a lean build and the skin colour changed from sickly white to a healthy peach colour, and somehow the grey undergarment is still intact.

"Well it appears to me that the process was a great success, don't you think Kerrigan?" Asked Stukov as he looked at the new body.

Kerrigan simply answered with a nod.

To Kerrigan and Stukov the process seemed to be a success.

But the body hadn't moved for several minutes.

"Oh no, Stukov head back to the leviathan and prepare for our arrival, I'll make sure he's alright!"

"Yes at once!" Stukov than ran out of the prison.

With slight panic Kerrigan rushed towards the body and started to inspecting it for any injuries.

' _No injuries that I can see. What went wrong during the proc- '_

She was then cut off from her thoughts when the boy she was holding stirred and started to wake up.

"mmmngggg! What happened? My queen is that you?" the boy asked in a state of daze and tiredness.

He opened his eyes and Kerrigan saw that his eye's changed from blank dead eyes to normal eyes with orange irises.

"Yes, but more importantly, cerebrate is that you," Kerrigan asked almost demanded.

"Yes it is I my queen, your loyal servant and guardian, now in a new body," answered the now identified cerebrate.

"Good now get up so we can leave this damnable prison," ordered Kerrigan as she stood up.

"Yes my queen." The cerebrate tried to stand but immediately fell forward landing on his face.

"Ouch. I still need to get use to the Terran body."

He tried again but this time with more success and started walking around to get use to the body. After five minutes he adapted to his new body and had a smirk of achievement.

As amusing as watching him testing out his new body. Kerrigan still had a task to do.

"Now since you have a new body I will ask again. Will you join the Zerg and serve me once more as my guardian," Even though Kerrigan asked it sounded more like an order due to the amount of power behind her voice when she said it.

Immediately the cerebrate bowed down onto one knee in front of his queen.

"I, cerebrate of the swarm and guardian of the Queen of Blades will serve you once again,"

"Since you're going to be my guardian you will need a name for yourself other than cerebrate. What would you like?" Kerrigan asked.

The cerebrate pondered for a moment then finally decided on a name.

"Ceres. I will choose Ceres for my new name."

"Then it's settled, Ceres I the Queen of Blades appoint you to be the Guardian of the Swarm and to protect the swarm from those who will do harm against it!"

"I will, my Queen."

Ceres then rose up to his full height and started radiating orange psionic energy, his eyes now bright orange of pure psionic energy.

"Welcome back Ceres," said Kerrigan with a smile.

"It's good to be back my queen."

 **AN:**

 **Thank you for taking the time to read my first fanfic, and if you can please review and send me some feedback on my first fanfic I would really appreciate it. I'm in university and have classes to go to so don't expect any fixed updates.**

 **Now to answer some questions you might have:**

 **I decided to kill off Zagara, for those who played or watch Legacy of the Void, you might know the reason why I decided to do so. If you want to know wait for the next chapter to see.**

 **I know some of you hate prologues and want to see the main story, I know I do to, but I need to do this prologue in order to set my OC's background origin and how he got to the RWBY-verse. I can tell you now that the next chapter will be the final part of the prologue.**

 **Ceres is my OC cerebrate the one you play as in the first StarCraft when you play Zerg. Your character's strategy depends on how you play the game, plus they never reveal his personality other than complete loyalty to his master. So it's perfect OC material. As you read Ceres also had an impact on Kerrigan's previous life as the old Queen of Blades and practically taught her how to lead since she used to be a ghost operative and was used to taking orders instead of giving them.**

 **Sorry for the lack of action in this chapter, the next chapter will have plenty.**

 **If you have any questions, then just leave a comment and I'll try to answer all of them.**


	2. Prologue Final Part: Where am I?

**AN:**

 **Hello again, I want to say thank you for all of your friendly support of my story and I will strive to keep releasing new chapters as soon as possible. But I have the thing called university, so don't hold me on that.**

 **As some of you may know the first anniversary of the death of Monty Oum just recently passed. Rest in peace.**

 **Now without anymore delay here is the next chapter.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 ***WARNING SPOILERS IF YOU DIDN'T SEE OR PLAY THE GAME***

 **Prologue Final Part: Where am I?**

 **Narrator Ceres:**

After releasing me from that accursed prison, my queen officially indoctrinated my psionic signature as a commanding figure within the Zerg Swarms' hierarchy.

Later on my queen's orders, I found some Terran clothes that I manage to salvage from the destroyed facility. Now I'm wearing a black long sleeved turtle neck sweater, dress pants with a black belt, a pair of combat boots, and an old lab coat with the bottom trim portion of the coat slightly damaged.

After getting dressed, my queen and I began to make our way to her Leviathan.

As we made our way to the Leviathan, my queen informed me of the previous events that has happened since my death and her plans for the future.

I was intrigued by her past stories, especially the ones about the Terran James Raynor, the Brood Wars, the Cerebrates successors the Broodmothers, and her conquest and evolution on Zeras. My queen also told me her reason for her return to lead the swarm.

Luckily my queen made sure that tyrant suffered before eradicating him, and now he is nothing but ashes to the wind.

Once we arrived at the Leviathan, my queen introduced her co-hosts to me. Suffice to say she has collected an interesting group.

There was Isha, a Zerg organism who was created by the old Queen of Blades for the sole purpose to house all of her collected knowledge and give information and status updates accordingly of any specific being, location or the Swarm itself.

There was Abathur, a unique Zerg organism that I'm all too familiar with. His purpose is to be the Swarm's evolution master, changing and improving the swarm depending on the situation and the will of my queen over all else. He was the one who first changed my queen into the old Queen of Blades.

There was Alexei Stukov who I already knew about.

And finally there was Dehaka, a Primal Zerg from Zeras. Now this being was both interesting and simple when it came to his motives. Dehaka said the reason he joined my queen was the potential to collect more essence for himself. He is similar to what the Terrans call a 'mercenary,' only fighting to reap the potential reward.

Also when I first saw him, I immediately saw the true reason why my queen allowed him and his pack to join the Swarm, as well as his part to play in the upcoming battle with the tyrant Mengsk.

I have taught her well.

My queen then introduced and opened psionic communications to me with the Broodmothers, Zerg beings that replaced and succeeded the roles that the Cerebrates use to have.

At first they questioned my queen's decision of allowing a Terran into the Swarms commanding hierarchy.

I merely replied by psionically crushing their minds.

When it comes to the Zerg hierarchy, the strongest and most powerful will lead. I didn't kill them, I just wanted to show them that I can if I wanted to and for questioning my queen's decision.

On the order of my queen, I released my hold over hundreds of Broodmothers, many of them having newfound respect for me.

After releasing them, my queen decreed to the rest of the Swarm that I, Ceres, will be her second in command of the Zerg Swarm and all those who question her and my authority will be punished severely.

None of the Broodmothers dared to argue back, they merely accepted her order and my new position.

After introductions, my queen ordered the entire Zerg Swarm to move to Korhal, the capital world of the Terran Dominion, for the invasion.

My queen then ordered me to go to Abathur and to tell him to upgrade and change myself in order to prepare for the battles ahead.

When I arrived at the evolution pit, Abathur greeted me and asked what was my purpose for the visit.

After explaining why, we proceeded to intergrade myself with the upgrades of my choice.

After five hours I stepped out of the chrysalis pod in my naked and newly upgraded body.

Visually, I still looked like a physically fit adolescent Terran, besides the carapace plating that is on my forearms. However, biologically and psionically I changed.

My first change was to my body, or specifically, my cells. To the molecular level, my body is entirely Zerg, this was done for two reasons. One, to fully be part of the Zerg Swarm once again, and two, in order to handle my full psionic power and upgrades.

Also due to having barely no carapace for protection, Abathur gave my body a regenerative factor that surpasses the Roaches. With this regeneration I can replace limbs, organs and heal any wound in a matter of a few seconds. However, this will drain me of energy depending on the number of injuries I sustain.

The second change to myself is the ability to grow and house lethal Hydralisk spines inside my arms. This way I can shoot them from my wrist or hands with greater force and velocity than that of a regular Hydralisk.

The third change is the ability to secrete lethal corrosive acid from the pores of my skin. This way if by the rare off chance that I'm caught or held down by the enemy, I have a means of escape for the situation.

Another change, and one of my favorites, is the retractable wrist blades on my forearms and the only part of me that shows my affiliation with the Zerg. Each blade is sixteen inches in length starting from the wrist and also are made from the same near indestructible materials used in the Ultralisks Kaiser Blades. I can also manipulate the density of each blade, meaning I can cut at a molecular level in order to pierce the densest of armor.

I can also channel my psionic energy through these blades like my queen does with the tips of her skeletal like wings. This makes them have the same cutting power as the Protoss psi and warp blades. Later I discovered that it can also block these same weapons and those that are similar.

Then there were the regular upgrades and benefits that came with being a Zerg, such as night vision, heightened senses, superior strength, superior agility, superior immune system, etc.

However, all these upgrades pale in comparison to the potential of the two of my most important upgrades.

The first upgrade is the ability to manipulate the Zerg DNA to an extent and create poisons, antidotes and healing enzymes within my body. This ability is similar to Abathur's but I'm limited to changing the Zerg to what it already has integrated compared to how Abathur can add in new traits discovered from outside sources on demand.

The second part of this upgrade is mainly to solve the problems of the future use of chemical weapons against the Swarm when Abathur isn't around. With this second part I can create lethal poisons, antidotes and healing enzymes within my body and use it either for combat or supporting the Zerg Swarm. In order for all of this to work I need to inject the specific organism with hair thin needles that extend from the tips of my fingers.

My second upgrade is the ability to create a Zerg larvae. With this I can create a brood if I find myself separated from the rest of the Swarm in hostile or unknown territory or both for long periods of time. This most likely won't happen but it's good to be prepared for any situation.

Thanks to these new upgrades and changes, my body can now fully utilize my psionic powers. However, unlike my queen who uses her psionic powers for her devastating attacks and my previous nature as a Cerebrate, I use my psionic powers more defensively. My mind specifically is protected from all psionic abilities, only psionic users that rival or are greater than my queen can have any hope of breaking my psionic defenses, and even then they will find that I'm not so easy to break. I can also detect any cloaked or non-cloaked beings in a large area around me and can suppress my psionic signature in order to avoid detection from psionic sensitive beings.

Besides these defensive psionic abilities, I have some offensive abilities, though limited. I can read and control the minds of any non-psionic user and even some high level psionic users from both the Protoss and the Terrans. Like stated before, only those with psionic powers and training greater or equal of that of my queen can they possibly block me out of their minds, though with great difficulty. With the mind control it's different between psionic and non-psionic users. With non-psionic and even with some average level psionic users I can control them indefinitely and use them to spy on the enemy. However, with powerful psionic users like the Protoss, If I can break their mental barriers, I can control them, however, I can only do so for a limited amount of time depending on how powerful the individual is.

Due to my psionics being as powerful as it is, this can allow me to control millions of Zerg units without the assistance of overlords. I can also possess and control any Zerg units besides the commanding hierarchy of Broodmothers and the queen herself, for obvious reasons. As I'm in control, I can use and channel small amounts of my psionic powers in order to make the Zerg unit I'm possessing much more powerful. However, in order to do these feats, I must become immobilized in order to concentrate on my control.

After reviewing my upgrades and changes with Abathur, I dried myself off and went to put on my clothes that I previously discarded before entering the chrysalis pod.

As I was getting dressed my queen entered the chamber when she received news of the completion of my upgrades.

When she saw me fully dressed, she gave me a questioning look, she expected me to look more Zerg than Terran. My queen then questioned why I still look like a Terran.

I gave my queen an answer that greatly satisfied her.

* * *

 ***Flashback***

Kerrigan received word from Abathur about Ceres's completion.

When she arrived, she was surprised to see that her second in command looked exactly the same. However, she can tell that he did in fact changed, just not as visually as she expected. She turned to Ceres giving him a calculating stare, then to Abathur giving him a hard stare.

"Ceres. Why do you still look like a Terran? Abathur. Did you even upgrade Ceres like you're supposed to do?"

Before Abathur can answer, Ceres interrupted and answered first.

"Yes. I did receive a number of upgrades and changes to my body from Abathur, my queen. And as for why I still look like a Terran, I specifically asked Abathur to keep my visage," Ceres explained as he looked towards his queen.

Kerrigan looked towards Ceres then to Abathur for conformation.

"Is this true Abathur?"

"Yes. Organism Ceres. Fully upgraded to serve Zerg Swarm. Requested to keep Terran organic visage. Reasons unknown," Abathur replied as Kerrigan turned her stare back to Ceres.

"What is your reason for this," asked Kerrigan with a questioning tone.

"My queen. If you and I met on the battlefield, not knowing what I am or what I could do, what would be your first impressions of me be?" Questioned Ceres, as Kerrigan gave him a calculating stare.

She then answered "If I was the old Queen of Blades than I would've seen you as an easy prey. However, as I am now, I would just have questioned myself as to why is there a child on the battlefield and would most likely ignore you, even if you'd attacked me?"

"Exactly, my queen. Due to my visage, I would send you into a false sense of security and thus you won't perceive me as a threat until too late. With this visage I can disguise myself and any enemy soldiers or commanders I will encounter will most likely won't perceive me as a threat, not knowing what truly lies underneath this skin. To them I'm a weak and a lone Terran, but to me, their naivety will be the opening I need to eliminate them," Ceres explained to Kerrigan as the latter just realized the strategic reasoning behind it.

Suffice to say Kerrigan was reminded why she held so much respect for her guardian in the past. Not for his ferocity or power, but for his strategy, tactics and observational skills that brought many victories for the Zerg.

The corner of Kerrigans lips twitched upwards, forming a smirk of satisfaction. "There is an old Terran saying that describes someone like you. You're a wolf in sheep's clothing," Kerrigan said.

The Cerebrate in turn smiled.

"I couldn't agree more, my queen."

* * *

 ***Flashback Ends***

After my queens visit and her receiving the summary of my upgrades from Abathur, the Zerg Swarm arrived at the Dominion capital world. Korhal.

Before the invasion commenced, my queen had a discussion with Prince Valerian about the evacuation of the civilians of Korhal, specifically Augustgrad.

Overall Prince Valerian asked my queen to give them enough time to evacuate the Terran civilians by landing the Swam outside the city walls, my queen gave her word.

Once the conversation was over, my queen ordered the invasion to commence.

This would be my first battle in over four years of imprisonment.

Millions upon millions of drop pods were dropped to the surface, however, the Dominion planetary defenses were holding against the Swarms onslaught.

But like all defenses, they can break. Thanks to my queen's intervention, the Zerg Swarm destroyed the defenses of the capital city of Korhal one after another, getting closer to Mengsk with every victory.

In a last ditch attempt, Mengsk ordered the activation of the most infamous weapon of the Zerg, the Psi Destroyer. A weapon that attacks the Zergs psionic connection, ripping them apart.

This would've turned the battle to the tyrant's favor, if were not for Dehaka. My queen foresaw something like this happening and Dehaka and his pack of Primal Zerg, due to not having any form of a psi connection with the Swarm, were the perfect force for this battle. He and his pack destroyed all of the power links to the psi destroyer and then with my queen, they destroyed Mengsk's last hope for winning this battle.

After the destruction of the Psi Destroyer, the Swarm arrived at Mengsk's last defense in the imperial sector, it was defended by his most elite units.

Before the Swarm attacked his last defense, my queen and I had a quick conversation.

* * *

 ***Flashback ***

 **Location: Leviathan Nerve Center.**

Ceres was looking outside of the nerve center, seeing the destruction of the once proud Terran city of Augustgrad.

He was brought out of his musing when Kerrigan approached him. He immediately brought his attention to his queen, waiting to what she has to say.

He did not have to wait long.

"Can you feel it Mengsk. All your plans and lies and manipulation are crashing down around you. Soon, all the pain you caused will come back to you," Stated Kerrigan as she looked upon the Dominion headquarters that Mengsk is hiding in.

"I'm sure he is my queen. But the time for words are past, now is the time to kill and to exact your vengeance upon him," Ceres says conviction.

Kerrigan turns toward Ceres nodding in agreement.

"You're right, and there is no one else that I would have for my second in command… Ceres, I'm going in there, and if I don't make it out alive, I want you to take the swarm from Korhal and find our true enemy," Ceres eyes widened in shock by what his queen is ordering him to do.

"I will not leave you to die! I'm your guardian! I'll-," He was abruptly cut off by Kerrigans glare.

"You will do this Ceres, for it's my will. Once this battle is over either by my death or Mengsk's, Amon needs to be found and destroyed or all life in this universe will be consumed by the coming darkness of his arrival," Stated Kerrigan with conviction.

For a moment Ceres didn't say anything, having an internal battle between following his queen's orders and his purpose for his existence.

However, his loyalty and obedience to his queen and the truth of her words won overall.

"Yes my queen, I will do as you say," As he bowed his head, Kerrigan than proceeded towards the exit.

"Good. Prepare the Swarm. It's time to end this once and for all.

* * *

 ***Flashback Ends***

The Swarm was at the doorstep of Mengsk, prepared to wipe out any opposition that stands between my queen and her goal.

When the battle started, Mengsk's elite forces fought tooth and nail against the Swarm, however, as my queen destroyed the gates leading to the Imperial center for the rest of the Swarm to move in, more of Mensk's forces were being decimated.

The most surprising event that has happened during the battle was when James Raynor and his army decided to aid the Swarm in attacking Mengsk's defenses.

In all my years leading the Swarm, this was the first time that a Terran, with more reasons to hate my queen than most, would willingly aid the Zerg Swarm.

With this new addition to our forces, the Swarm destroyed all pockets of resistance and defenses protecting the capital building.

My queen then proceeded inside the building alone in order to kill Mengsk, once and for all.

After an hour of waiting, the swarm felt that their queen in pain and her screams of agony echoed in our minds.

I myself sensed a strange psionic signature within the building with each flare of its energy accompanied by my queen's screams of pain. I almost went inside to try and save my queen, however, her moment of pain vanished as I also sensed James Raynor. He saved my queen for the second time from that tyrant.

Soon I sensed a massive buildup of psionic energies generating at the top of the building where they were.

After a brief moment there was a fiery explosion where I could sense my queen and James Raynor, both of them were alive and fine.

Knowing that the battle is over I ordered all Zerg units back into the Leviathans, preparing for departure and our next battle.

A year has pasted since the battle of Korhal, the Terrans and the new Dominion were rebuilding, the Protoss were preparing to take back their home planet of Aiur and my queen and the Zerg Swarm were busy trying to find any clues about Amon's location.

For a whole year, there has been somewhat of a peace between all three races due to each busy with some form of preparation.

However, this peace has ended abruptly.

It all started when reports of the Terran controlled worlds all over the sector were being attacked by the once missing Moebius Corps, the entirety of the Protoss and their fleet The Golden Armada was corrupted and was under a mind control, and thus started eradicating all life on every planet they come across. The remnants of the Zerg Broods from both Aiur and those not under my queens control started attacking various worlds. And the Tal'darim were secretly preparing for something and attacking the last free Protoss under Artanis.

This was not a coincidence. Reports of Hybrid abominations are seen leading each of these armies into battle.

This was when the different individuals within the three different races of the Korpulu sector knew that Amon has arrived and the End War has begun.

During all this chaos, my queen redoubled her efforts of finding Amon by herself, leaving me as her second in command, to overlook the defense against both the Golden Armada and Amon's Zerg Broods.

With the Zerg Swarm under my command I fared better against Amon's armies compared to the other two races, however, I was fighting a losing battle.

The Golden Armada bared their most powerful weapons of destruction upon the Zerg Swarm, eradicating any opposition, while Amon's Zerg Brood are mainly used as meat shields and distractions till the Golden Armada arrives to eradicate any opposition that is left over. The hybrids were also killing Broodmothers in order wrest and gain control of those broods from the Swarm, adding to their armies. However, even with these losses, I was learning their tactics and made sure to make them suffer for every victory they gain.

During this time, my queen heard whispers in her head to head to the home of the ancient beings of creation, the Xel'naga, located in the Alterian Rift.

This new information led my queen to Ulnar where the Xel'naga made their home.

Once there, my queen had to fight through Amon's forces as she made her way to the center of the Xel'naga temple. During her fight with some of Amon's Hybrids she encountered the Protoss Hierarch Artanis.

With the aid of Artanis, they both made their way through the temple and discovering both the origins of the Xel'naga and the prophecy of the ascension of two beings. One purity of form and the other purity of essence.

Knowing that they themselves were these beings, they fought their way to the Chamber of Ascension hoping to meet the Xel'naga.

However, hope is the first step to despair as upon arrival they discovered that Amon has already killed all the Xel'naga within the temple.

During their grief, Amon communicated with them and told them of the body that he was forming from the sacrifices of both Protoss and Zerg beings.

Outraged by this, Artanis and Kerrigan held off Amon's minions until the remnant of Artanis's army arrived, closed the large void rift within the chamber and made their escape.

After escaping, Artanis offered to join forces with the Zerg in order to fight Amon. However, my queen declined his offer and told Artanis to gather his own allies while she herself recuperates from this battle.

Once the Protoss left, my queen returned to Char to regain her losses. By the time she returned the controlled Protoss, Amon's Zerg Broods and hybrids retreated from Zerg territory due to the massive losses I inflicted onto Amon's armies but the Swarm also sustained massive losses.

Once she arrived, she ordered her consort and half of the remaining Zerg Swarm to mobilize and make their way to Ulnar.

Once the Swarm arrived at Ulnar, my queen ordered the swarm to clear-out the entirety of Ulnar and to search for possible ways to hurt Amon.

During our clean-out and mass search of the temple, Artanis gathered as many allies that he can find, including their once mortal enemies, the Tal'darim who were lied to by Amon and now seeks revenge.

Then with his new army, Artanis crippled Amon's Hybrid production facilities and the Moebius Corps armies then led his new army to Aiur.

Once on Aiur, Artanis and his allies destroyed Amon's host body and Aiur's Psi-matrixes in order to delay the returning of the Golden Armada and the corrupted Protoss.

Once in position Artanis and his allies prepared the Xel'naga artifact, the Keystone, that they acquired from the Terrans, and used it to banish the influence and corruption of Amon from the controlled Protoss back into the void, thus ending the End War in their victory.

* * *

One month later after all three races were regaining their losses from the End War, especially the Protoss.

During this one month, the Zerg searched the entirety of Ulnar for any information about Amon, and during this time my queen heard the same whispers from the void that lead her to Ulnar.

Near the end of the month my queen discovered that Ulnar can be used to open a portal into the void.

With this new information, my queen psionically called for a meeting with both Artanis and James Raynor at Ulnar.

Once they arrived with their forces my queen met with both Artanis and Raynor in Artanis's ship, the Spear of Adun, and informed them of Amon's eventual return and the need to destroy him while he's weakened.

Both leaders agreed with my queen, and thus activated the portal to the void and the allied armies of all three races descended into the void.

As soon as we entered the void, we were beset upon by the shadows of the void itself and Amon's shadow minions and void constructs.

However, thanks to the efforts of Artanis, we manage to create a foothold for our armies to deploy on one of the many floating islands in the void. We also discovered that the void constructs that Amon uses to create fields of damaging shadows, house a bright khaydarin crystal that emits a golden powerful and ancient energy that rejuvenates our armies.

From this crystal, we hear a voice that we're all too familiar with.

The voice was Tassadar, begging us to free him from the being that trapped him in the void.

This being that was imprisoning him was Stukov's and my most hated enemy. Narud or also known as Duran.

Duran now, without a human form, looked like an abomination fitting for his role. His entire skin was grey with black markings and had an elongated head with glowing red eyes. He also has six large, tentacle like appendages coming from his back with each tip glowing with red void energy, and four small arms when compared to the rest of his body size, surrounding a red glowing khaydarin crystal in the middle of his chest.

He greeted us and gloated in his power as he sends his army against us.

However, with our combined forces we manage to push back Duran's minions and destroyed his void constructs holding more shards of Tassadar's trapped soul.

Then finally weakened, Stukov and I confronted Duran and we both had the pleasure to finish him ourselves.

* * *

 ***Flashback***

After defeating Duran's minions, Ceres and Stukov confronted Duran face to face. As they stared at Duran's weakened state, Stukov stepped forward as Ceres followed.

"Hello, Duran. Do you remember what you did to us?" Asked Stukov with a cocky tone.

"Stukov… Cerebrate… You both have come to gloat, haven't you," Stated Duran with annoyance.

This time Ceres answered "No. We've come to see you die for what you did. Stukov, would you do the honors?"

"Gladly." Stukov then raised his hand and fired a psionic blast at Duran, killing him, permanently.

As Duran exploded, he revealed the last shard used to imprison Tassadar.

As everyone gathered around the shard, Tassadar spoke.

"Artanis, you must come to me."

* * *

 ***Flashback end***

It was soon revealed that Tassdar that we've been following all this time was actually the last of the Xel'naga that opposes Amon.

This Xel'naga was named Ouros, and he explained that the prophecy was to lead my queen into the void in order to for him to merge his essence with her and ascend her into godhood in order to defeat Amon once and for all.

After hearing this, James Raynor was greatly against the idea, however, my queen made her choice and started the merge with Ouros.

While she was merging with the Xel'naga, Raynor, Artanis and I defended her from Amon's armies until she completed the merging.

During the merging, we defended her against the onslaught of Amon's minions, if it weren't for James Raynor's assistance in the defense and my queen stopping the merging to kill some of Amon's more powerful minions, we would've fell to overwhelming numbers.

After waves upon waves of Amon's minions attacking, Kerrigan completed the merge with Ouros and eradicated all of Amon's minions within the vacinity in an explosion of pure psionic energy.

What happened cannot be put into word, you just had to see it once to understand.

* * *

 ***Flashback***

After Kerrigan was nearly complete with the merge with Ouros, Raynor, Artanis and Ceres gathered underneath her waiting for what she has to say.

"That's it… I have nearly all of the Xel'naga's essence," Says Kerrigan as she glowed with power. Ceres then stepped forwards and bowed onto one knee.

"I have been honored to serve you once again, my queen," Ceres says.

Kerrigan then looked down at Ceres and said.

"The Swarm is yours, Ceres. Protect it as you have protected me."

Ceres than stood and looked at Kerrigan with a smile.

"I will… My queen."

After the conversation was done, Ouros stated "It is time."

Then Kerrigan curled into a fetal position in the air surrounded by powerful energies as the last strands of the Xel'naga's essence merged with Kerrigan.

"With the last of our essence, a new eternity dawns," says Ouros as he continued.

"The infinite Cycles have come to their end."

With his last words the ancient Xel'naga sent his last strand of his essence and died.

Artanis, honoring the Xel'naga's sacrifice, bowed to one knee and hands clasped in front of him.

Then, with the last of the Xel'naga's essence, Kerrigan's limbs started to glow with golden energy as it spreads all over her body.

When it finally covered her entire body, there was a blinding flash of light. As the light quickly died down, Kerrigan's final transformation is revealed.

No more was she the Queen of Blades, but a being of pure golden energy and power that can only be described as a deity, she was over 16 feet tall, has a body resembling that of a human female, hair of golden fire, and wings of pure golden energy.

"She is… Xel'naga," Stated Artanis in awe from his kneeled position.

Ceres and Raynor couldn't agree more as they also stared in awe.

She turned to look at us in her full glory, then after a moment she turned towards the void.

"End this thing," Raynor says as Kerrigan changes her new powers.

"Once and for all."

In a bright golden flash Kerrigan flew deeper into the void to end Amon once and for all.

* * *

 ***Flashback end***

After my queen's ascension to godhood, she traveled deeper into to the void in order to destroy Amon.

We followed her and established bases in the floating lands around Amon.

However, Amon has surrounded himself in an impenetrable barrier of void energies. Fortunately, we could destroy this barrier by destroying the void crystals that powers his barrier.

It was a difficult task of destroying these Void crystals, but with Kerrigan and her new ascended form, we eventually destroyed all of the crystals.

When the void barrier vanished, Kerrigan confronted Amon.

* * *

 ***Flashback***

After destroying the last void crystal, Kerrigan made her way to confront Amon once and for all.

"It is over, Amon!" Stated Kerrigan with conviction as the Dark Xel'naga looked upon her.

"You are but a product of the flawed cycle. Manipulated for the entirety of your existence…" Amon insulted, however, Kerrigan would have none of it.

"You know nothing about me! I care little for the Xel'naga's infinite cycle or your twisted lies. No, I choose something different. I choose freedom… For all of us."

Kerrigan then gathered her immense power and fired a golden beam of pure energy hitting Amon. She could see that her attack was slowly destroying Amon as his face and the rest of his body started to break from the power of her attack.

Then in a bright flash, Amon exploded.

As the light died down James Raynor, Artanis and Ceres noticed that the Void, once filled with Amon's hatred and disorder, is now more calm.

They also noticed that Kerrigan, a human who was forced into subject to change and fate, is now gone.

Raynor couldn't see her anywhere.

Artanis couldn't sense her in the area.

Ceres couldn't even feel her presence anymore.

James Raynor was the most effected by her disappearance out of the three, however, he was comforted by Artanis.

" **Friend Raynor, Kerrigan did what she had to do. She sacrificed herself in order for our universe to live on. She will be remembered, not as the Queen of Blades, but as Sarah Kerrigan, who faced the darkness when we could not,"** said Artanis with conviction.

James Raynor then was brought out of his misery at the thought of this.

"Thanks Artanis. I understand that now… now let's get out of this place and head home. I've had enough fighting for one day," said Raynor in a tired tone as they made way to their respective ships.

Ceres on the other hand stood in his place, staring where his queen once was.

"I know you're not gone my queen… I know you're still alive somewhere and you will come back to lead us once again. Until then, I will honor your last wishes to lead and protect the swarm from those who dare harm it. Until you come back… I will be the Guardian of the Swarm," Ceres promised and then turned towards his Leviathan, ready to head home.

* * *

 ***Flashback Ends***

 **Present day 3 years later**

Ceres opened his eyes after remembering all the events that has led up to this moment.

It has been three years since the End War.

It has been three years since his queen has ascended to godhood and defeated Amon.

It has been three years that he has started leading the Swarm

Three years of waiting for his queen's return.

During these three years all three races of the Koprulu Sector recuperated and was then ushered into a new golden age of peace and prosperity.

The Terrans established a new Terran Dominion led by the new Emperor Valerian Mengsk and supported by admiral Matthew Horner. Together they rebuilt the Dominion from the ashes of war, and prospered like never before.

The Protoss, now unified as one, established equality between each of the different factions are now calling themselves the Unified Protoss. With this new alliance, they left their old traditions and embraced change like never before and created new customs such as the cutting of the nerve cord when a Protoss reaches of age. They rebuilt their once great cities from the ruins and ashes of the old, and now Aiur is once again a beacon of innovation and advancement throughout the galaxy. However, the Tal'darim refused their alliance with their faction, and thus left to find a new home for themselves. However, reports of a rogue Tal'darim force splits themselves from the main Tal'darim faction and thus started attacking Terran worlds near Zerg territory after the war. They were never caught.

The Zerg Swarm now led by the Cerebrate Ceres, was busy re-establishing their defenses, reclaiming the planets lost due to the End War and reclaiming pockets of feral Zerg broods that were used by Amon back in the war. Ceres, true to his word, fiercely protected the Zerg Swarm territories and sought to make the Zerg even more powerful.

Two years ago, the new Terran Dominion and the newly established Unified Protoss wanted to form an alliance of sort with all three races cooperating together.

Ceres refused this alliance with the other two races, however, he did promise two things. Peace with both of them as long as they don't encroach upon his territory without permission and to keep his Swarm within their own territory.

Both Emperor Valerian and Hierarch Artanis accepted his terms of peace and thus formed a peaceful alliance between themselves instead.

During these three years, with the assistance of Abathur, Ceres has been busy evolving the swarm with new upgrades aside from the normal upgrade for some of the units within the Swarm.

Hatcheries, Lairs and Hives can now produce Zerg larva at twice the rate and can hold up to a hundred, thousand and two thousand larvae respectively.

Every Zerg ground units can burrow move but at half their original speed, there are a few Zerg units that are exempted from this decrease of speed.

The drones can now be hatched four at a time in a matter of five minutes from one egg, thus makes expanding a lot faster and more efficient.

Queens now have the ability to spray a pheromone onto eggs in order to increase the productivity within the eggs and thus in turn decrease spawning time by halve the amount it would usually take.

Changelings spawned from an overseer no longer have a limited lifespan, however, they must now assimilate their victims entire body in order to disguise themselves, gaining their victims entire memory, intelligence and DNA. Perfect to spy on the enemy alongside his mind controlled thralls.

Zerglings now have both strains of the Raptorlings and the Swarmlings combined into one. The zerglings looks normal except they have slightly longer and angular wings due to the raptor strain, and much of the leaping comes from the newer stronger leg muscles that Ceres and Abathur had evolved. With this upgrade, they can use it to leap across the battlefield and onto higher ledges. They can also be hatched 4 at a time from one egg at the same amount of time it takes to hatch two normal zerglings

Roaches now have a much denser carapace armor plating than before, virtually resistant against all small arms fire but the highest possible hand held caliber. With this new armor, they can shrug off explosive rounds and the piercing blasts from the Terrans and Protoss. However, they're still vulnerable to the larger caliber weapons from some of the larger more powerful vehicles and robotic constructs from both the Terran and Protoss armies.

Hunter killers are now reintegrated back into the Swarm since the "death" of the Old Queen of Blades. Many changes and upgrades were made to the hunter killers after their reintegration. They're slightly larger and vastly stronger than the average hydralisk, they have red colored flesh that is visible and not covered in their light brown carapace. Their crown like head has blood red colored wave like markings, originating from their red glowing eyes, this was used for an intimidation factor against the weaker willed enemies. They can shoot their spines in bursts and at longer range, speed and accuracy than a hydralisk. They are faster than hydralisk on creep, able to close in on enemy positions in a matter of seconds, and can burrow move at the same speed. Their scythe like claws are each serrated and the blade edges are mono-honed, able to pierce and rip through the toughest of armor and plasma shields within seconds.

Ceres saw the need for an assassin/bodyguard unit for the Swarm in order to either kill or protect a high value target. The hunter killers were the answer to that and with Abathur's assistance, he made them even more dangerous than before. However, the drawback is it takes three times as longer to hatch one compared to a normal hydralisk.

He also reintegrated back the scourge, a suicidal anti-air unit that can be hatched 4 at a time from a single egg.

And lastly, the brood lords can now spit globs of highly corrosive acid at long range against air units for massive damage. This gives them an anti-air capability against large capital ships such as carriers and battle cruisers alongside their anti-ground attack in the form of broodlings.

These were the changes that Ceres and Abathur had integrated into the swarm. Other than these changes, some of the other zerg units were left as they were for now, as they were already changed perfectly to fit their own roles within the Swarm.

With each of these new upgrades, Ceres tested them on rogue pirates, Protoss and mercenaries hired by rogue scientists that enters his territories. The experiments were a success and the zerg were feared in the underworld of the Terrans after many of their incursions into zerg territory.

During these three years nothing notable happened, until the second year when reports of the now famous hero James Raynor went missing. Both the Dominion and Protoss search the entire sector for any whereabouts of him and even asked Ceres if his Swarm seen him at all within his territories.

Ceres also searched for this Terran, for he owes Raynor a debt for saving his queen's life in two occasion. However, no matter how thorough his Swarm searched even he couldn't find Raynor. After four months of searching, all three races of the Koprulu sector eventually gave up the search, thus the Dominion erected a statue of James Raynor in the imperial capital in the memory of his deeds.

Since then nothing notable happened in the sector, and now here is Ceres, sitting on his throne on Char. Bored out of his mind.

He's still wearing his original attire for he felt somewhat attached to this look, and has acquired many copies from the new Dominion stored in his personal chamber.

It's been a year since the last mercenary group came into zerg territory. If he would've known that was the last bit of action he would get in a year, he would've savored it.

Now he is sitting here with absolutely nothing to do.

' _The fires of Char are still burning. The mutalisks are still shrieking. And still no signs of my queen,'_ Ceres said in boredom, however, he was soon brought out of his thoughts when Stukov entered his chambers.

When Ceres succeeded the zerg throne, he appointed Stukov as his second-in command for his previous expertise as a vice-admiral. Stukov was surprised by his choice but soon accepted his new role whole heartily stating that "It will be like my old job as vice-admiral. Except I will command swarms of flesh eating monsters with scary claws and teeth."

Stukov approached Ceres's throne and asked "are you alright Ceres? You seem to be tired nowadays, which is most unusual for a zerg being such as yourself."

Ceres gave Stukov a blank stare.

"Stukov… Even a zerg being such as myself can get tired. It's been a year since the last time the zerg fought anything. Pirates stopped coming in, mercenaries have gotten scared, every planet in this part of the sector fully colonized, and I'm starting to resort to watching zerglings break dance to try to elevate my boredom," he explained in a tired tone.

"Do you want me to call in the zerglings to entertain you?" Stukov asked in a cheeky tone. Ceres just gave him a blank stare.

"No, don't send them in. You came here for a reason, what is it that you have to report?" demanded Ceres.

"This latest report from one of our outer hives. It's urgent." This has caught Ceres's attention.

"What has happened?"

"The hive under Broodmother Poronsa reported that Tal'darim forces arrived at the planet Carnifex and attacked her brood. Fortunately, she is holding them in space, however, she needs reinforcements soon" As Stukov explained the situation, Ceres stood from his throne with a serious expression on his face.

"This must be the rogue Tal'darim force that broke off from the main faction after the death of Amon that I've been hearing about. Fine then, **Isha prepare the Leviathans, I'm going out.** "

And with new vigor, Ceres and Stukov left his chambers, unknowingly for Ceres, it will the last time.

* * *

 **Location: Carnifex**

In the deep emptiness of space lay the planet Carnifex, a garden planet with two moons that was long ago colonized by the Zerg swarm for its strategic spot as a supply center for the Zerg Swarm.

Five Leviathans then warped in from warp jump.

Ceres and Stukov arrived at the planet and immediately saw pieces of both zerg and Tal'darim ships floating in space as well as the three surviving Leviathans fighting a what seems to be a stalemate against a sizable Tal'darim fleet.

"It looks like the major battle already passed, and now both sides are at a stalemate," stated Stukov as he and Ceres examined the remaining fleet composition of the Tal'darim.

There were still 10 void rays, 14 carriers and three mother ships that remained. After examining the Tal'darim forces Ceres contacted with the Broodmother in charge.

" **Broodmother Poronsa, we have arrived, what is the situation?"** Ceres asked.

" **My lord you have finally arrived, the Protoss attacked my brood, we held them off for as long as we could. They destroyed most of my Leviathans with strange energies that they fired from their mother ships."** As soon as she explained the situation the center mothership started charging massive amounts of unknown energies as it started to swirl around the ship.

After a moment of charging it fired all the energy it collected in a projectile of swirling energy. The projectile rapidly approached one of the three surviving Leviathan. The Leviathan tried to dodge the projectile but it was too late, it hit the Leviathan and the energies started to swirl around the massive ship ripping it apart inside out.

With a final roar the Leviathan exploded with blood and gore, dispersing the energies that was used to kill it and pieces not eradicated from the blast. As soon as the Leviathan died the mothership that fired the projectile started siphoning the same unknown energies from the two nearby motherships at its side.

Ceres, after sensing the unknown energy, realized what exactly the energy that's being used is.

"It's void energies. They're collecting void energies and firing it at our fleet," this statement brought Stukov out of his shock.

"It looks like the head mothership is collecting void energies from the two motherships escorting it, creating a void barrier. We cannot harm it," Stukov explained as Ceres nodded in agreement.

"That is true. However, it's draining all available energy from those two mother ships escorting it, leaving their shields down. Before it fires again, we must destroy those two motherships, then that would leave the main mothership defenseless," Ceres explained as he started communicating his Broodmother.

" **Poronsa, prepare your remaining Leviathans and attack the fleet with us. Aim for one the two motherships that's escorting the main one,"** as soon as Ceres ordered, Poronsa's Leviathans started advancing towards the Tal'darim fleet as well as his own fleet.

As soon as they were within range, the Tal'darim carriers and void rays started to fire their energy lances and beams and simultaneously launched their fighters and interceptors against the zerg Leviathans.

Ceres and his zerg fleet in turn fired bile swarms and used the Leviathans massive tentacles to pound nearby Tal'darim ships as they're making their way to the motherships. The Leviathans also started to launch scores of mutalisks to dogfight the fighters and interceptors, corruptors and broodlords to focus down the void rays and carriers under the protection of the mutalisks, and swarms of scourges are sent heading towards the mother ships to destroy them.

The main mothership finished its charging and once again fired the projectile of void energy towards the zerg fleet, eradicating all the scourges that were sent towards them.

" **AVOID IT!"** Ceres's and Stukov's leviathan manage to dodge the projectile, however, the projectile hits the Leviathan behind them.

The Leviathan died in the same matter as the first. Lucky, even with the loss of one Leviathan the Tal'darim's forces were soon overwhelmed.

Mutalisks outnumbered the fighters and interceptors ten to one and eventually destroyed them and started focusing on the larger ships.

The corruptors, broodlords and Leviathans were literally ripping apart the void rays and carriers with their acid globes, parasite spores and tentacles.

Soon it was just the three motherships. Ceres ordered the remaining Leviathans to approach them.

" **Once we're within range, fire bio-plasma at the two escort ships,"** Ceres telepathically ordered as the Leviathans made their way to the motherships. As soon as they were within ranged he gave the order.

" **Fire!"**

All at once six Leviathans fired huge globs of bio-plasma at the two motherships, three for each. In an explosion of void energy and plasma, the two mother ships simultaneously explode. As both motherships exploded the last one started to move.

"The last ship is trying to retreat!" exclaimed Stukov.

"They will not get away! **Release the scourges to cripple it!** " Ceres ordered.

The Leviathans once again released swarms of scourges towards the remaining mothership, however, this time they manage to reach the ship.

The scourges started to suicidality dive into the mothership's shields. Once the shields were down the scourges started to ram themselves into various parts of the ship. Eventually the ship stopped moving due to the damage it sustained from this mass barrage and the rest of the scourges retreated from the mothership.

Ceres then turned toward Stukov "We crippled the ship, now I'm going in there to personally deal with any survivors and find out the reason why they attacked the Swarm. You will stay here in case if they called for any reinforcements." Stukov merely nodded his head as Ceres made his way to the drop pods.

* * *

 **Location: Tal'darim mothership**

Ceres was making his way to the motherships psi matrix after he landed via drop pod. So far he only encountered small pockets of resistance in the forms of zealots and stalkers, due to the scourges killing most of the Tal'darim warriors that was on the ship.

As he dealt with the meager resistance and making his way closer towards the psi matrix, he could sense a large buildup of psionic power emanating from the center of the mothership. His instincts are telling him to proceed with extreme caution.

When he arrived at the center he could see what seems to be the remanence of the Tal'darim forces of six zealots and a single Tal'darim ascendant, who was solely focused on the large red khaydarin crystal in the middle of the entire ship. Ceres soon found out that the buildup of psionic energy was the khaydarin crystal.

When Ceres arrived the six zealots activated their psi-blades, Ceres in turn extended his wrist blades and channeled his own psionic energy through his blades, making them glow bright orange. After a moment of silence, the Tal'darim ascendant turned to greet his new guest.

" **Aaaah… If it isn't the zerg abomination. I've been expecting you, tell me, how does it feel to know you're the last of your misbegotten siblings?"** asked the ascendant in a sinister tone.

"That's where you're wrong, I am the Swarm, and we are never truly alone. Now who are you and why did you attack my brood!?" Demanded Ceres as he pointed his right blade towards the Tal'darim.

" **ha ha ha ha ha! I am 5** **th** **Ascendant Karanax of the Fleet of Amon, and as to why I'm here you will know soon enough. Warriors, eliminate this abomination!"** Ordered Karanax as he turned back to the khaydarin crystal.

Soon all six zealots charged towards Ceres, psi-blades at the ready.

Ceres immediately shot bursts after bursts of spines towards the nearest zealots that were charging him. One zealot sacrificed himself in order for his brothers to get close enough to fight in melee, this was a mistake.

The reason why the Protoss in general still employ the use of melee warriors such as the zealots in an age of advance technology is because of two reason. One reason is because close combat is the highest form of honorable combat to them, and the other reason is to negate the one weakness of their powerful plasma shields, is that their shields are sorely used to block any form of projectile attacks and harmful substances and thus cannot protect them when in close combat. This means their enemies like the Zerg who extensively use melee units, will constantly exploit their shields weakness. So the training of close combat warriors is to negate this weakness by making sure the Protoss warrior can defend themselves and other long range specialists from close combat units.

That is why Ceres can easily kill these zealots. Since his freedom from the Skygeirr Facility, Ceres has been training himself in both battle and his free time in the art of close and long range combat and mastering his natural instincts to in a fight. After many battles against each race and unimaginable foes his martial skills are at equal standings with the greatest of the Dark Templars and Protoss leaders and is considered far greater than the average zealot in close combat alone.

Suffice to say, these Zealots didn't stand a chance. The first zealot's left slash was parried by Cere's left blade and was immediately stabbed in the chest with the same blade, thus died in a whirl of psionic energy like all Protoss when they die. The second zealot seeks to stab him with his right blade, but Ceres dodges to his right as he cuts the offending arm off from the elbow. Before the zealot could scream in pain, he was immediately stabbed in the face by Ceres's right blade. With the second dead, the remaining three zealots attacked simultaneously, one from the left, one from the right and one from the middle head on. However, as they converged Ceres merely activated his psionic mind control to stun the charging zealots, just long enough for him to kill each one of them with a single strike each.

With all of the zealots dead he went to confront Karanax.

"Karanax! It's over, you have lost!" Stated Ceres as he was 15 feet away, Karanax turned around to look at him once more.

" **You think you have won abomination. I'm still alive right in front of you!"** Karanax then started to float higher in the air gathering his psionic energy. Ceres merely went into a crouching position with his blades at his sides.

"Let's change that shall we."

With a burst of speed Ceres charged forwards towards the Tal'darim. Karanax immediately launched a psionic wave towards Ceres hoping the incinerate him, however, Ceres simply gathered more of his own psionic energy through his blades and cut through the wave as he soon leaped towards Karanax. Karanax launched a psionic orb in panic but that too was slashed to aside by Ceres. Ceres then collided with the Tal'darim and smashed him on the ground, stabbing both blades to Karanax chest.

As Karanax was dying, he started to laugh.

" **ha ha ha… you fool. I'm just merely a distraction, all of this was. I knew I would lure you to fight me so I merely distracted you from my real goal at hand. To gather enough energy in that crystal to destroy you. Now my revenge for lord Amon is complete"** Then Karranax faded away.

It was only after Karanax's death the Ceres realized the immediate danger. Karanax has been using the majority of his psionic powers to partially hide the energy gathered within the Khaydarin crystal. Now since he was gone, Ceres can feel the crystal was about to explode in full force, with no hope of escape. How careless he has been, now he will suffer the consequences.

He immediately contacted Stukov **"Stukov take the Leviathans and get as far away from here as possible!"**

" **What is happening!? I can feel the unstable psionic energies from the mothership all of a sudden! You must get out of there!"** Exclaimed Stukov, but Ceres shook his head.

" **I might not survive this, but you will, I need you to get far away as possible, that is my will!"** Ordered Ceres.

" **NO! I WILL NOT ABANDON YOU!"** Exclaimed Stukov, however, Ceres merely overrode the Leviathans under Stukovs temporary command and started to rapidly move them at a safer distance.

" **If I don't make it out of this alive… take care and protect the Swarm,** **Alexei Stukov."** Once Ceres lead the Leviathan at a safe distance he cut the connection.

As soon as he cut the connection the red khaydarin crystal started to rupture and crack, failing to contain the energy within.

' _Sorry my queen. It looks like I won't be able to keep that promise.'_

In a blinding flash, an explosion engulfed both the entire mothership and a large area of space around it.

Stukov spectated this from a safe distance seeing the massive explosion. Once the explosion died down, he immediately began searching for any signs of Ceres, however, he couldn't find any trace of him or the remains of the mothership.

The Zerg Swarm has lost another leader, once again.

* * *

 **Unknown Location**

When Ceres accepted his death all he saw was a flash, then nothingness.

After what seems like an eternity in darkness he immediately woke up. At first he thought he had died, but quickly wrote that off for he felt that his body and even his clothes seems to be fine, and he can feel… grass?

With this new feeling he stood up and observed his surroundings. It was night, he was in a green grassy area of a forest, with trees that tower over him and can be seen everywhere he looked and he can feel the wind gently flowing through the trees.

First thing he tried to do was to communicate with the Zerg Swarm.

" **Stukov, I've seem to be fine. The blast must have blasted me onto the planet, come pick me up."** Ordered Ceres. However, Stukov didn't answer.

" **Stukov. Are you there?"** Nothing. He then contacted Isha.

" **Isha. Something has happened to Stukov after the explosion, what is his status?"** However, Isha wasn't answering either. This has never happened before.

" **Broodmother Poronsa hear me. I'm stranded on the planet Carnifex I need you to pick me up."** Nothing. Ceres was getting worried.

" **Abathur, are you there? Answer me."** Nothing.

Then with some concentration he tried to contact any available Zerg in the sector as a last resort.

No one answered. He couldn't feel the trillions of zerg minds or the minds of Stukov, Isha, Abathur, or any of his Broodmothers.

He then realized that he was alone. For the first time since his imprisonment, he felt truly alone.

He then looked up to the clear night sky and saw the moon.

There were two moons that orbits Carnifex, however, here there was only one.

The moon that was in the sky washed the lands with its light, however, the moon looks as if it was slowly crumbling away as pieces of it seems to separate themselves from the rest of its body.

A question passed through his mind that he knew he had no answer for.

"Where am I?"

 **AN:**

 **Hey everyone I finally finished the prologue for you guys! This one is longer and took me awhile since I need to:**

 **1\. Recap the entire last half of the Starcraft 2 story with Ceres in it.**

 **2\. To finish the prologue in one chapter like I promised. So don't expect chapters in the future to be as long as this, but I will try to keep them nice and long.**

 **I'll be moving onto the main story. Just to let you know the first few chapters will be off canon from the original RWBY show, for it's mostly Ceres establishing himself on Remnant.**

 **Now I know some of you might have some questions for me concerning about this chapter, if you do either PM me the question or ask through the comment box and will answer them to the best of my ability. Here are some answers to questions that some of you might have.**

 **1\. The theory behind the Protoss plasma shield, not being able to block melee, is from many of the Legacy of the Void cinematics where you see zealots and dark templars dying to zerglings and to each other and the fight between Artanis and Zeratul. Throughout these scenes not once you see a shield flare to defend them from any melee encounters.**

 **2\. The reason for the Hatcheries, Lairs, and hives able to produce so much larva is because of the simple fact that in the Heart of the Swarm campaigns and the many images of actually canon size, a Hive of that size should be able to spawn and hold at least a thousand larva and eggs inside it, not just three and then they stop producing more, that's Blizzard trying to make the playable races in the game fair and not OP.**

 **3\. I'll be releasing a Zerg Codex with all the units and buildings and their upgrades and abilities sometime later.**

 **So as you can see I'm trying to take somewhat of a realistic approach with the StarCraft universe, but don't hold that against me because I'm going to probably tweak some things for the Zerg as I see fit, and don't worry I won't change something dramatically and pull something stupid like "They all of a sudden found and assimilated a super god-like rock and now are unkillable!" Don't worry, the zerg in this story will be not too weak either.**

 **So thank you for reading this chapter and if you can, leave your reviews and comments for this chapter for it will help me make these stories a lot better for you guys and girls that are reading this.**

 **See you next time.**


	3. Chapter 1: To Save a Life

**AN:**

 **Hello everyone! Welcome to the first official chapter of the main story. Thank you for supporting this story so far, I'm doing my very best to release these stories to you as soon as I can in the best quality I can do.**

 **Now without further ado here is the story you all been waiting for!**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 1: To Save a Life**

 **Unknown Location**

Ceres didn't know how long he has been staring at the broken moon for. Minutes, maybe hours. But no matter how long it may have been, it doesn't change the fact that he is now alone.

Alone, on an unknown planet with what seems to be no way back to his home, to his own kind.

Finally, after what it felt like an eternity, he broke away from the moon, only to stare at the grass beneath his feet.

As he was staring at the ground, he thought to himself ' _I can't sense anyone. Not Stukov, not Isha, not my broodmothers and not my Swarm. I'm alone… What would my queen do?'_

After a moment of silence, he finally made up his mind. ' _My queen wouldn't wallow in self-pity. My queen would take action and find a way back. I… will find a way back to the Swarm once again."_

As soon as he made this final decision, he noticed movement from the corner of his eye. He can sense them, ten in total, surrounding him from all sides. From the darkness of the trees he can see multiple pairs of glowing red eyes staring at him, they were growling with bestial hunger.

Finally, after a brief moment the unknown creatures revealed themselves from hiding. These creatures weren't any species Ceres has ever seen before. They were bi-pedal wolfs standing around 6 feet in height, they have fur black as night and bone spikes growing from their fore arms, biceps and along their spine. The most noticeable feature of these creatures is the bone mask with red markings that was on their faces along their snouts.

As Ceres was observing these creatures he could also sense their emotions. The most dominant emotion that he could sense was an insatiable hunger and the need to kill.

The creatures surrounded him, waiting to attack, Ceres just stood in his spot. After a brief moment, two of the bi-pedal wolves in front of Ceres became impatient and pounced towards Ceres with the intention to kill.

Time slowed for Ceres, as the two creatures neared, Ceres quickly extended his blades, not bothering to charge them, and bisected the creatures. As the pieces of the bi-pedal wolves dropped onto the ground behind him, all the remaining creatures roared and charged in for the kill.

Ceres ducked under a wolf's swing and bisected it. Another tried attacking from behind but was met with a blade stabbing it in the face. Two tried slashing Ceres from both sides, dodging backwards Ceres then decapitated both of them. Four tried attacking him from all side, however, Ceres merely jumped and while in the air fired spines into each of the four wolves' head, killing them instantly.

As soon as he landed, the last one came out of hiding. The last creature seemed to be the alpha of the group for it was similar in appearance but it was bigger, standing at almost 3 meters in height, and had more bone spikes and bone like armor on it. Unlike the previous creatures, he could still sense the same hunger but this creature seems to be more intelligent than the others.

The alpha seems to be studying him, trying to gauge his threat level, what it saw wasn't prey but a dangerous predator and decided to retreat. Ceres didn't give it the chance as he charged towards the alpha. The alpha, with no choice but to defend itself, also charged forwards claws at the ready, they clashed and started dueling each other. Ceres found out that not only was this creature stronger, but it was also faster for its large size. However, the match ended when the alpha made the mistake of over-extending its last strike and Ceres capitalized on this and cut the alpha's right arm off. The alpha roared in pain and tried to attack with the left, but it was easily parried and both its legs in turn were cut off. Now on the ground whimpering in both pain and fear, it tried crawl away with its remaining arm, however, Ceres quickly ended it by stabbing it through the top of its head.

With the alpha dead, Ceres pulled his blade out and retracted it. He was going to collect essence from the new dead bodies, however, he notices that all the bodies of the recently dead creatures started to smoke and the body slowly disintegrated into the winds. He was shocked when he saw this happening and thus used his psionics to quickly study this phenomenon.

' _These creatures are slowly destroying their own essence upon their death. It appears that this fail safe is to prevent anyone from studying or consuming them for their traits. This would be fairly annoying to anyone trying to study them, however, to someone like me it's a useless ability,'_ Ceres then brought up his right hand, and using his psionics, started to rapidly absorb the black smoke emanating from the remains of the disintegrating body of the alpha and its pack.

After absorbing all the remains, he then studied the newly acquired DNA within his mind. Overall the alpha was 45 years old in human years and as it grew with age, so did his body. It grew in size and evolving denser bone armor and more spikes as it ages. As it grew it seems to also gain intelligence and thus gaining some level of ability to strategize.

However, even with all these traits from the creature, Ceres see no use for any of their traits within the Swarm. What these creatures can do in a hundred years the Zerg can do it better in a blink of an eye.

After studying the alphas' DNA, Ceres noticed he wasn't alone again. Surrounding him was more of the creatures, however, some are different from the creatures he recently fought. He then realized that these creatures look akin to animals from the Terran's old world, Earth. There were more bi-pedal wolves that are accompanied with bears, boars and even a large snake. The most common traits among these creatures was bone like spikes, armor and masks covering their bodies, pitch black fur or skin and an insatiable hunger in their minds.

These creatures seem to be working with one another, making a horde like pack with different creatures with different roles.

After observing the new creatures, Ceres once again extended his blade but this time channeled his psionic energies into them. This was going to be a long night.

* * *

Dawn broke, and the sun slowly rises from the east washing its light onto the forest. In a specific clearing within the forest Ceres was catching his breath and all around him were the disintegrating bodies of his recent kills.

Throughout the entire night Ceres has been fighting non-stop against hordes of these dark creatures of various kinds and received various wounds that would've killed a normal Terran and even a Protoss. However, thanks to his regeneration he survived these wounds and outlasted the horde of monsters by feeding off of their essence during their fight.

As he was fighting these creatures he made many important discoveries about them. Each specific types of creatures have both a common version and an alpha version. Each types play a specific role within an entire horde and each type has specific weaknesses that another type excels at and seem to have a weird attraction to him. And most importantly, these creatures seem to be the dominant species on this planet by the numbers he had to face.

After a long night of fighting these creatures, Ceres came to a conclusion. If he's going to survive on this planet long enough to return to the Swarm, he's going to need an army.

With his decision made, he used some of the remaining essence he gathered from the creatures during his fight and created a Zerg larva. The newly born larva started wriggling in his hands while making happy clicking sounds, a similar behavior to what an infant does towards its mother.

Ceres for a moment was happy that he wasn't alone, even if it was just a single larva within his mind. However, due to the situation he was in he couldn't enjoy this happiness for long, he had a mission to do.

After securing the newly born larva, he started jumping through the tall trees of the forest in order to find a suitable space to safely grow his new brood. After many hours of searching he found the perfect spot.

It was a large valley surrounded by five tall mountains on all sides. The area was around one mile in diameter from what he can guess. It was truly the perfect spot.

"This will do." With his spot determined he set of into the middle of the valley to prepare his newest brood.

When he arrived at the middle of the vast valley, he started to create creep within himself and started vomiting it from his mouth onto the ground. Gross, yes, but it was a necessary for the creation of his potential new brood.

After vomiting a good amount of creep that covered at least 6 feet in diameter of land, he then created a creep tumor to maintain and expand the small patch of creep. After placing the creep tumor, the creep started spreading and started gaining the necessary nutrients from the ground, grass and flowers of the valley, however, at the same time not killing the plant life.

A year ago in the Koprulu sector, there were many reports of planets that were once barren and devoted of life were suddenly flourishing with new fauna and plants. Many scientists from both the Terrans and even the Protoss couldn't find the answer to this sudden phenomenon, however, Ceres knew. When many of his zerg worlds started to report new plant life, he was curious and had Abathur look into the phenomenon. Later Abathur discovered that many of the plant life has a small bit of essence from the previous leader of the Swarm, the Queen of Blades. Ceres, greatly shocked by this news stated that these worlds would be preserved and heavily guarded due to the blessing these planets received from his queen. In order to preserve these planets better, he with the assistance of Abathur changed the Zerg creep so that it will gain the required nutrients from plant life without killing it. This made the once harmful Zerg creep into a food source that any living organism that isn't Zerg can feed off from. However, if the hive is threatened or if Ceres, his co-hosts or any broodmothers feels like it, they can change the creep back to normal, killing all plant life and any who would ingest it.

This explains why the creep now isn't killing the plant life in the small area within the valley. Once the creep spread a good enough distance, Ceres placed the larva onto the creep and mentally ordered it to morph into a drone after giving it enough essence for the metamorphosis. Once it received the required essence the larva curled up into a ball and immediately transformed into a Zerg egg.

After ten minutes the egg hatched into four drones ready for any task given to them. After the drones hatched Ceres then realized a significant problem.

' _Where am I going to get the essence to create an entire brood, those creatures I slaughtered last night were barely enough to create a larva and morph it into drones and not once did I see any mineral patches or vespene geysers on this planet. This is a problem,'_ pondered Ceres as he looked for a solution.

Among the three races of the Korprulu sector, the Zerg were the most efficient and unique when it comes to building and replenishing an army. While the Terrans and the Protoss recruit and train their soldiers from their local populace, the Zerg are different. The Zerg literally breeds new soldiers in the millions, however, like any army there is a price. While the Terrans use currency and propaganda to recruit more soldiers and the Protoss using duty and tradition to recruit their own, the Zerg use essence to breed their units. Essence is the foundation of all life, it's the very blue print of any living or non-living organism. In order for the Zerg Swarm to breed more units, they need the essence to create these units. The Zerg use to and still consume any living organisms they come across in order to gain the essence required, however, the Zerg long ago discovered a new resource that gives plenty of essence. Almost every planet in the Koprulu sector has mineral patches and vespene geysers as a common natural resource. All races of the Korprulu sector use these two vital resources to build their armies and power their machinery. The Zerg use these resources because the minerals have a good amount of essence within them that the Swarm can use. The vespene gas is used by the Swarm as a catalyst to increase the amount of essence gained from these minerals by twice the amount in order to breed the more powerful Zerg units.

This explains Ceres's dire need for these resources in order to create his brood. After a moment of pondering, Ceres then looked towards the five mountains surrounding the valley.

' _Wait what if these mountains have mineral or vespene gas within them. I must check just in case.'_ Ceres then flared his psionic energy and started scanning deeply into each of the mountains.

While he was scanning the mountains he sensed something within each of them, an unkown energy.

' _What is this large amount of energy that I'm sensing? It's not minerals or vespene gas, it feels more powerful. I must discover what it is.'_ With conviction, he stopped his scanning and immediately ordered the four docile drones to dig a tunnel through the nearest mountain to the unknown energy source.

The drone immediately went to work and started digging through one of the nearest mountains as ordered. After six hours of constant digging, the drones finally reached the source of the unknown energy.

Through the eyes of one of his drones he could see the source of the unknown energy, and was surprised of what he saw. It was a large cavern covered from ceiling to ground in an assortment of four different colored minerals, red, light blue, yellow and green. Through the mental link he ordered the drones to bring him each piece of these different colored minerals.

After breaking off a piece of these unknown minerals the drones returned with their specific colored mineral for Ceres to inspect. Once the drones arrived, Ceres took the piece of a red mineral from the first drone and held it in his hand.

' _This was the source of the unknown energy? It's not a mineral, it's a crystal filled with an unknown power. I wonder….'_ Ceres then decided to absorb the now identified crystal after inspecting it. The piece glowed and in a bright flash it was absorbed.

His eyes went wide as he felt the amount of essence he gained from the single crystal alone. The essence he gained from a single piece was enough to create two eggs of drones, significantly more than what a single piece from a regular mineral can yield of the same size. He also received a startling piece of information from absorbing the crystal.

' _This crystal! It's the essence of this very world made manifest in a physical form! The very powers and essence of nature is within this crystal.'_

With this new revelation, he absorbed the other differently colored crystals and noticed the difference in essence yield.

The red crystal gives the most amount of essence, the yellow crystal gives the second most followed by the blue and green crystals. However, each of these crystals gives significantly more essence than a regular mineral piece of the same size.

He also noticed that each crystal holds a specific affinity of nature within them. The red crystal is the affinity of fire, the blue crystal is ice, yellow is lighting and lastly green is wind.

Now with more than enough essence, Ceres then ordered one of the four drones to create a hatchery where he previously placed his creep.

One of the drones made its way to the patch of creep, once it arrived it immediately morphed into a large purple bubble attached to the creep filled with nutrients necessary for its growth.

' _It will take around a single day for the hatchery to be completed. Until then might as well get comfortable,'_ Ceres thought to himself.

Ceres than ordered the three remaining drones to separately dig tunnels through the other four mountains. When the drones left to do their separate tasks, Ceres found a spot on the grass and made himself comfortable. He then closed his eyes in meditation, enjoying the thought that he is one step closer to going home.

* * *

 **Location: Zerg Hive base, Ceres Brood.**

It has been two weeks since his sudden arrival on this unknown planet and since he started the construction of his brood.

For two weeks under his careful watch, Ceres has been building and growing his brood. Thanks to the large essence yield from the crystals his drones have been mining, vespene gas was not needed as a catalyst.

During first few days of the past two weeks, Ceres quickly hatched more drones to mine or morph into the necessary Zerg buildings in order to grow and defend his hatchery transforming into a hive. It took a week but thanks to the tall mountains his hive cluster was relatively hidden from the eyes of any outside intruders. Once he completed his hive he then morphed four new hatcheries surrounding the hive.

Then he begun hatching overlords and sending them deep into the atmosphere to finally see what the lands on this planet looked like and where his hive is currently located. After approximately seven hours his overlords alerted him that they were in position and have a visual of the lands of the planet.

Through the eyes of his overlords, Ceres saw five continents making up the planets total land mass. The first continent his hive is currently located in is the continent in a shape of a Terran mythical dragon, just underneath the "wings." The next continent is located in the middle and it partially surrounds the previous continent and seems to have the most land mass, forest and mountain ranges from the amount of green and brown he's seeing. The third continent is located left of the pervious and is the third largest, the second being the "Dragon continent," in terms of land mass, it also seems to have mixture of forests, snowy lands, deserts and mountains. The fourth continent is smaller compared to the previous three and its lands seems to be entirely covered in ice and snow. The last continent and the smallest by far, is located underneath the third continent and its land is in a shape similar of that of a fish.

After seeing the continents of this world, Ceres then dedicated his time into building a sizable army for an entire second week.

Now Ceres has 1000 zerglings, 1000 banelings, 500 hydralisks, 500 roaches and 5 ultralisks. He then ordered the zerglings into scouting parties to scout out the surrounding areas and create/maintain a territory. Half of the hydralisks and roaches were ordered to follow these parties in case they run into any of the larger creatures of this world. He then ordered the ultralisks and banelings to burrow themselves around the hive in case if the hive was ever attacked.

Many of his scouting parties clashed with the dark creatures for a few days. He observed the very first clash between ten zerglings and two hydralisks versus a pack of 20 bi-pedal wolves including their alpha. He wanted to see how the Zerg can handle the creatures of this world, when the fight started he wasn't disappointed.

It's seems that these creatures never faced anything like the Zerg before and thus became easy prey to the Zerg. The zerglings easily ripped apart these bi-pedal wolfs, even if the zerglings were outnumbered two to one, however, the alpha was faring better against the zerglings gaining three kills of its own. As the alpha ripped its third zergling in half it was ultimately killed by a well-placed shot to the head from one of the two hydralisks. This creature's so called "armor" cannot save it from a barbed armor piercing spine laced in a lethal poison traveling at near hypersonic speeds.

This happened similarly with every fight the Zerg had with the creatures. The wolves get outmaneuvered and ripped apart by the zerglings. The large two-headed snakes succumbed to the mass fire of roaches. A group of large bears were melted down by the minefield of banelings. Giant ravens and griffons shot down by the mass volleys of the hydralisks. And most recently a giant bone armored scorpion strayed to near his hive cluster and was ultimately crushed like the insect it was by one of his ultralisks.

Soon these creatures learned not to encroach upon the Zerg's newly established territory and thus the area around his hive cluster in a two-mile radius was free from any of the dark creatures. Now with his territory free from these creatures, he started to spread his creep covering his territory and at the same time creating and moving more spine/spore crawlers and Zerg units to defend his new territory. Thanks to the forest it easily hid the creep, spine/spore crawlers from any airborne invaders.

Now with his brood firmly placed their hold on this planet, Ceres then focused his time into finding ways to return to the Swarm. So far he can use two possible methods, one is to create a Zerg Leviathan and travel his way back to the Koprulu sector, however, this method will take around many months or years for the return trip alone since this planet was not in the Koprulu sector. The second method is the quickest but also the most dangerous, he can use his psionic powers and use the hive as a medium to create a portal within space that can possibly lead back to the Koprulu sector. However, this method is more unreliable and dangerous, it's more of a gamble and last resort because of the possibility of the portal leading to another place in the vast universe or can ultimately create a black hole. Also at the same time the sheer psionic energy that is used to create this portal will destroy his hive after the portal is created.

After pondering on his options, Ceres decided to wait for now and see what will happen in the near future. With his mind made up he decided to kill some time by possessing one of the few zerglings he sent to scout the entire continent.

* * *

 **Location: Dragon Continent**

In a green and lush forest, a lone zergling was running through the forest at top speed. This zergling and a few others were sent out by its master to scout the entire continent. This specific zergling was sent southwards to scout the continent and didn't stop running since a day ago when it was first sent out. However, after running for over a day, it stopped as it felt its master watching it within its mind.

Ceres, now seeing through the eyes of the lone zergling, was about to order the zergling to continue its way until he was interrupted by a scream.

"NO! GO AWAY!"

It was a scream of a child, and it was nearby. With the possible discovery of another and more intelligent life on this planet, he quickly ordered the zergling to discover the source.

The zergling immediately ran in the direction of the scream and once it arrived it hid within some bushes and saw the source of the scream. Surrounded by three of the bi-pedal wolves there was a lone little girl who was sitting underneath a tree, obviously frightened by her attackers. She was currently crying with her eyes closed and her arms covering her head and knees to her chest waiting for the inevitable.

Ceres saw her and without hesitation he ordered the zergling to attack. With a loud screech the lone zergling jumped from hiding and pounced at the girl's attacker.

* * *

Violet was scared. She had been collecting flowers that her mother liked since she and her father were supposed to go to her grave today. But she couldn't find any of her mother's favorite flowers so she had to go into the woods where her father said to never go or the scary monsters will eat her.

But for this once she decided to go into the forest to find the flowers, her daddy will understand. But when she found the flowers the monsters came and so she ran. They chased Violet until she tripped and this gave the monsters time to catch up to her.

"NO! GO AWAY" Violet screamed in fright as she crawled backwards as the scary monsters approach her. She was about to run again until her back hit a tree, so with no hope of escape, she instinctively curled up into a ball and covered her ears on top of her head and closed her eyes crying, hoping the monsters would go away.

' _Please go away. Please don't eat me. Daddy, please save me.'_ As soon asthe monsters were about to attack her, they heard a high pitch screech.

"SKKREEIIIIIIIIIIIII!"

Violet quickly opened her eyes and saw what's happening. A large scary looking doggy with bug wings jumped from the bushes and started attacking the monsters. He tackled one of the monsters and started biting its neck and stabbing its head until it stopped moving. Then the other two monsters charged the doggy, but the doggy jumped over them and quickly turned around to jump onto the back of one of the monsters. The doggy then started to bite and stab the monster until it died. The other monster manages to hit the doggy and one of its horns on its face broke off. Now the doggy looked mad and then jumped and tackled the last monster biting and stabbing it until it stopped moving.

After the doggy finished fighting the monster, he looked at violet with hungry looking eyes.

' _No! this doggy is going to eat me!'_ She thought in fear, so she curled into a ball and closed my eyes once again, hoping the scary looking doggy would go away.

After a while, nothing happened, did the doggy go away?

She opened her eyes and screamed, the doggy was closer and up to her face! Violet closed her eyes again, then it started sniffing her, especially her ears. Violet has wolf ears as same as her daddy and mommy, a lot of other kids and adults back in their village didn't have ears like hers and daddy's and some of the other children make fun of her for it, calling her names. her daddy told her that it's because they were different from them and that she should be proud of her ears.

After the doggy smelled her, it started to nudge her with its head in the same way that cats do to their owners. It also made friendly hissing noises, that was when Violet noticed that this doggy was actually friendly.

Violet opened her eyes and stood up wiping her tears, the strange looking doggy backed away at arm's length. She hesitantly started petting the doggy's head, the doggy in turn pushed his head into her hand hissing in delight. She then started petting the doggy with more confidence.

"You're not such a scary doggy are you?" Violet said as she smiled at the large doggy. However, the moment was interrupted when someone called her name.

"VIOLET! WHERE ARE YOU!" It was her daddy.

* * *

After the zergling, under the watchful eye of Ceres, dealt with the three bi-pedal wolves while receiving a broken left horn as the only injury, he then ordered the now one-horned zergling to observe the girl. When the zergling looked at the girl, Ceres studied her features.

Ceres could tell that this girl wasn't human due to the wolf like ears on top of her head, however, other than those features she looked entirely human. She is wearing a plain purple sundress with light brown sandals and looked to be around seven years old. She has long black hair that reaches down to her back and peach colored skin with violet colored eyes.

When she saw the zergling staring at her she immediately closed her eyes. Ceres didn't need to read her mind to know that she was afraid of the lone zergling.

' _This girl is scared of the zergling, how do I show her that this zergling means no harm?'_ Ceres pondered for a solution to this problem, then he got an idea that might work.

He then ordered the zergling to approach her and start comforting her like how cats do with their masters to show affection. It worked like a charm.

After the girl started getting more comfortable with the zergling they were interrupted by a shout.

"VIOLET! WHERE ARE YOU!" The girl seems to recognize the voice and thus quickly ran towards the shout with the zergling slowly following her.

"DADDY!" the girl shouted as the zergling quickly hid in a nearby bush when a group of ten men, some human and abhumans with different animalistic traits, entered the scene with different weapons.

"VIOLET!" a man exclaimed as he kneeled down and hugged the girl as if his life depended on it. Through the eyes of the zergling in hiding, Ceres studied the man.

The now identified father of the little girl had the same wolf ears on his head and have dominant human features. He was over six feet tall, has a strong body build, dark blue hair, peached colored skin and dark blue eyes. He's currently wearing a plain black t-shirt with a blue vest, ripped jeans and brown combat boots and fingerless black gloves. He's also seems to be carrying a what look like a large sword on his back with a trigger mechanism on the handle near the hilt of the sword.

Whoever this man was, Ceres can tell he was a warrior by the looks of it.

After a long moment of hugging, the father broke the hug and stared at the girl's eyes in anger and hands held firmly on her shoulders.

"What were you thinking Violet!? I told you to NEVER go into these wood without my supervision! You could've DIED!" the man yelled at his daughter. The girl looked down towards the ground in guilt and tears forming.

"Sorry daddy, I just wanted to find mommy's favorite flowers but there were none in the village garden," the now identified girl, Violet, said in a sad tone. Her father took a deep breath and let out a long sigh. "Just don't do this ever again, if I lost you like your mother, then I don't know what I would do with my life," said the father in an equally sad tone as they gave each other a final hug.

They were interrupted when an unnamed man with what appears to be a rifle approached them. "Felix we need to get out of here, the longer we stay out here the more likely the Grimm will show up." The man explained. Ceres heard what the man said, ' _Grimm? Is he referring to the creatures that dominates these lands? It must be, what else could be endangering them?'_ As Ceres was pondering on the new name, what Violet said next caught every man's attention including his.

"No wait! There is a doggy out here that saved me from the monsters, if we find him can we keep him? Please daddy!" Violet explained and begged as her father was surprised by this new information. There were murmurs among the group.

"A dog saved her?"

"Why is there a dog out here in the first place?"

"It must be one of those combat dogs that some hunters bring with them to fight the Grimm."

"Well whatever it is it saved Felix's daughter at least."

The father now identified as Felix, pondered over the information his daughter just told him. After a brief moment and looking at his daughter's literal puppy eye stare, he complied, "Alright. If we find this dog that saved you, the least we could do is take care of it to show our gratitude. IF… this dog doesn't have an owner. If it does, we have to take care of it until the owner comes to picks it up, now what does this dog look like?" Felix asked his daughter.

Violet squealed in delight and hugged her father, "Thank you! Thank you! Thank you, daddy! The doggy is big and looks a bit scary and has large bug wings, sharp teeth and has a lot of spikes on it. I'll call him, DOGGY! DOGGY! DOGGY!" As She turned to call for her potential new pet, her father and the group gave her a look of confusion and worry. ' _What sort of dog has bug wings and spikes?'_ Was the summery of everyone's thoughts other than Violet herself.

Now Ceres has to make a decision, either he reveals the zergling or keep it hidden. Each of the two choices have their positives and negatives. If he reveals the zergling there is the possibility that they might adopt it and take it back to their village and from there he will find possible information about this world, or they might kill the zergling on sight and anything that looks remotely to it, which makes it harder to gather much needed information, however, he's confident that the girl Violet will vouch for the zergling. If he keeps the zergling hidden from this group, then the village of both humans and abhumans will be unaware of the zerg, however, it will be only a matter of time before they discover the Zerg.

Ceres weighed the options in his mind and made his decision.

Receiving new orders from its master, the zergling stepped out from the bush it was hiding in, for the entire group to see.

 **AN:**

 **There we go another chapter finished. Now like always if you have a question about this chapter, leave it in the comment box and I'll answer it to the best of my ability.**

 **Now the answer a few questions that all of you may have:**

 **1\. The reason why I do these long paragraphs of explanations such as the essence, creep not killing life, the Protoss plasma shield theory from the last chapter, etc, is only if it's necessary to the plot. If I don't do these explanations, then some of you will be asking me questions or complaining that it's doesn't make sense. I hope you understand that. I know that some of you already do and that I am grateful for.**

 **2\. The timeline for when Ceres arrived on remnant is around the same time when Blake left the White Fang. Does that give you an idea?**

 **3\. For those who read VexMaster's Swarm of War (for those who didn't, read it I highly recommend it) and just read this one might be thinking "Wait, this douche just copied the plot from one of Vex's chapters and must be burned at a stake!" Just hold your horses and let me explain. I sent a PM to Vex himself asking for permission to use this specific plot material, promising not to copy it exactly but changing many things to make it somewhat unique, I'm waiting for his reply. I could either wait possibly months and hold back this chapter till I gain permission or release this when It's finished and ready. The other thing is it's the only way I can think of how the Zerg will slowly integrate with a human/Faunus society without the cliché "Ceres comes in himself and saves Violet and now everyone loves him." Another thing to think about before judging this fic. In fanfiction everybody copies each other and there are many stories out there that was inspired by another. I'm just an author inspired by Vex and Monty Oum to make this fic and made sure to give credit where it deserves, also I tried to make the meeting between the zergling and Violet different from how VexMaster did it.**

 **Other than that the latest episode of RWBY gave me conflicted feelings. That's all I have to say.**

 **That's everything I want to say for now, leave a review in the comments and I will see you next chapter.**


	4. Zerg Unit Codex

**AN:**

 **Hello everyone, sorry this isn't a chapter but something somewhat important.**

 **A Zerg Unit Codex when Ceres changed the Zerg Swarm and what he is currently doing now.**

 **Now here it is.**

 **Zerg Unit Codex**

 **Universal upgrades:**

Burrow

Burrow move.

3 Melee attack

3 Missile attack

3 Flyer attack

3 Carapace armor ground/air

 **Drones:**

Swarm Strain: Able to spawn 4 drones at the price of 1.

Spawn Time: 10 min

 **Overlord:**

Generate creep

Ventral sacs: Able to carry Zerg units

Pneumatized carapace: Increases overlords/overseers speed by 50%

Morph to Overseer

Spawn time: 20 min

 **Overseer:**

Detector: Able to see/reveal hidden enemies and see through illusions

Contaminate: able to cover target structure in slime, trapping any targets inside

Pneumatized carapace: Increases overlords/overseers speed by 50%

Spawn Changeling

Morph time: 10 min

 **Changeling:**

Assimilation: Able to assimilate and kill target and transform/impersonate into target perfectly and gains all memories from target

Spawn time: instant

 **Queen:**

Spawn Larva: Releases pheromones on targeted hive to decrease larva spawn time by 50%

Spawn Creep Tumor

Transfusion: Heals target Zerg unit or building

Rapid incubation: Releases pheromones onto a group of eggs to decrease spawn time by 50%

Spawn time: 40 min

 **Zergling:**

Raptor/Swarm strain: Able to spawn 4 zerglings at the price of 1. Zerglings can leap to higher terrain and towards enemies to close distance.

Adrenal glands: Increase zergling attack rate

Metabolic boost: Increases zergling movement speed by 60%

Hardened carapace: Increases zergling health

Morph to baneling: Able to morph into a baneling

Spawn Time: 15 min

 **Baneling:**

Hunter Strain: Banelings able to jump up and down cliffs. Also leaps to chosen target

Centrifugal hooks: Banelings are able to roll, increases movement speed

Corrosive acid: Deals more damage to primary target

Rupture: Increase blast radius by 50%

Regenerative acid: Friendly **Zerg** units and structures that are within the baneling's blast radius is healed

Spawn time: 10 min from zerglings

 **Roach:**

Corpser strain: Target killed by Roach will spawn two roachlings from corpse.

Rapid regeneration: Regenerates health extremely fast while burrowed

Glial reconstitution: Increases Roach base move speed

Tunneling claws: Able to burrow move at full speed and increases regeneration while burrowed by 100%

Hardened carapace: Adds 3 armor

Spawn time: 20 min

 **Hydralisk:**

Impaler strain: Hydralisks can morph into the Impaler. Morph time: 10 min

Muscular augments: Movement speed increased by 25% and increases range attack

Frenzy: for 15 seconds increase hydralisks attack speed by 50%

Ancillary carapace: Increases hydralisks health

Spawn time: 25 min

 **Infestor:**

Neural parasite: Fires a parasite to biological or mechanical unit to take control of it for an infinite amount of time

Fungal growth: Targets in area of effect will become immobilized and is damaged overtime. Last 10 seconds

Infested terran: Spawns an infested terran egg, after 5 seconds hatches an infested terran

Spawn time: 35 min

 **Swarm host:**

Carrion/Creeper strain: Locust produced by swarm host can now fly and attack air units. Also when burrowed, can generate creep and burrow to any area with creep

Spawn Locust: Spawn 4 locust with limited life span of 10 mins, spawns every minute

Rapid incubation: Increases locust spawn rate by 20%

Pressurized glands: Increases locust attack range by 10%

Spawn time: 30 min

 **Ultralisk:**

Torrasque: When an ultralisks dies, its corpse turns into a chrysalis. After a brief moment, the chrysalis hatches a new ultralisk at full health.

Chitinous plating: adds 4 armor

Frenzy: Ultralisks is immune to stuns, snares, mind control and movement altering effects

Burrow charge: burrows and charges target location, stunning and knocking back all units in the area effect

Tissue assimilation: Heals every time ultralisks attacks

Monarch blades: Deals 25% more damage

Spawn time: 55 min

 **Hunter Killer:**

Rapid regeneration: rapidly regenerates health

Muscular augments: Movement speed increased by 50% and increases range attack

Frenzy: for 25 seconds increase hydralisks attack speed by 50%

Ancillary carapace: Greatly increases hydralisks health and add 2 armor

Mono-blades: does increased damage to armored units

Tunneling claws: moves 100% while burrowed

Spawn time: 1 hr 15 min

 **Scourge:**

Scourge swarm: Spawns 4 scourges for the price of 1

Corrosive acid: Deals more damage to primary target

Spawn time: 15 min

 **Mutalisk:**

Viper strain: Morphs into a viper

Tissue regeneration: Greatly increases health regeneration

Sundering glave: Deals 100% increased damage to a single target, no longer bounces

Spawn time: 25 min

 **Viper:**

Blinding cloud: creates a thick cloud onto target area

Abduct: Pulls target to the viper's location

Parasitic bomb: Creates a parasitic cloud that damages all air units in the clouds range. Lasts 7 min

Consume: Drains life from target Zerg structure to gain life/energy

Morph time: 10 min

 **Corruptor:**

Caustic spray: spews a stream of acid at ground target

Morph into Brood lord: Morphs into a brood lord

Spawn time: 30 min

 **Brood lord:**

Broodling swarm seeds: spawns 4 broodlings for each attack

Acid glob: Long range air attack does more damage to armored air targets

Morph time: 20 min

 **Leviathans**

Bio-plasmic discharge: fires a large glob of acidic plasma at target for massive damage

Spawn Swarm: Able to spawn any Zerg unit, besides its own type, into battle

Spawn time: 1 month

 **AN:**

 **So here is the codex, I didn't add in the buildings because this is only to show you the changes I did for the Zerg units, the buildings are the same.**

 **If you're wondering about some of the upgrades, remember I'm taking a realistic view on the Starcraft universe, so I changed some upgrades in order for them to make sense. Like the Pressurized Glands for the Locust, they're not going to be hitting a Viking going over 150 km/h at over 1000 feet in the air.**

 **If some of you are wondering if I'm going to give the Zerg new abilities from the RWBY-verse especially dust related, after some consideration and lots of requests to do it, yes they're going to have some new abilities, just don't suspect all of them to change. Remember, Ceres needs Abathur to assist him with intergrading new upgrades and is currently have no access to him, so Ceres has to do it the old fashion way.**

 **Thank you for those who understand and I'm working on the latest chapter so expect it to come out sometime in the next two weeks.**


	5. Chapter 2: Family

**AN:**

 **Hello everyone I'm back with another chapter. Once again thank you for all of your support for this fic and sorry that this took longer than the others.**

 **Fun Fact: I'm both writing and proof reading my own work like many fanfic authors.**

 **Now time for the chapter.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 2: Family**

 **Location: 6 miles from main Hive**

Felix and his group were surprised when his daughter told him that a dog saved her from some Grimm.

Out here in the Grimm infested woods a half an hour away from his village, he couldn't imagine any normal dog could've survive, let alone save his daughter from the creatures of Grimm.

He was even more confused after he asked his daughter to describe the dog, after promising to keep it. His daughter described the dog to have sharp teeth and fairly large with bug like wings and has a lot of spikes.

Sharp teeth he could understand, but what dog has bug wings and spikes?

After explaining the dogs features, his daughter started calling out for the dog.

"I'll call him, DOGGY! DOGGY! DOGGY!" Yelled Violet as she turned towards the woods. After a moment of silence, something moved and revealed itself from a nearby bush 10 feet away.

Felix expected many things coming out from that bush. He expected a hunter dog the size of a horse, with spiked armor and the helmet to have wings like the Valkyrie warriors. He even expected a Grimm that looked more like a wolf than a beowolf to come out. He expected many things.

But not this thing.

When it revealed itself, Felix and his group immediately went into alert and trained their weapons on the creature. It didn't look like any Grimm they had seen before, but it looked just as intimidating and dangerous.

The creature is a size of a large dog, has dark brown carapace like skin for armor, decorated with spikes all the way to its tail. It has glowing amber eyes with slit pupils, pincer like tusks with the left one broken off and sharp teeth that looks like it can easily tear through flesh. It also has three pair of limbs, the back limbs were large and strong looking digitigrade legs with two large toes each and a two pairs of large green colored bug like wings attached at the shoulders and thighs. Its front limbs were smaller but each has a sharp scythe like dagger and the final pair of limbs, and the largest by far, are attached above its front limbs with each wielding a large three prong scythe like claws.

Overall this unknown creature seems extremely dangerous and must be approached with the upmost caution.

"DOGGY! There you are!" Violet, unaware of the tense situation, started to run towards the creature.

"VIOLET! GET BACK!" But before Felix could reach her she was already near the creature. Felix and the group behind him prepared their weapons and ran towards them to save Violet from the creature.

It wasn't until they got closer that they saw Violet was sitting and actually petting the creature as if she was petting a normal dog. The selling point was when the creature lied down and started hissing in delight, as if it enjoyed her attention.

The entire group was dumbstruck, here they're seeing an innocent little faunus girl petting what seems to be the most mysterious and dangerous looking creature in the entire forest.

Felix was the first to get out of his shock and carefully approach both his daughter and the creature with his weapon out. He then asked Violet "Violet. Is this "thing" the dog you were talking about? The one that saved you?"

Violet then nodded vigorously at her father, still continuing to pet the creature "Yes daddy! This is the doggy that saved me! We can keep him right?" Asked Violet, however, her father thought otherwise.

"No Violet, we can't keep it." Violet stopped petting the creature and stood with a shocked expression. "Why! You promised we could keep him!"

"I promised that we could keep a dog. That THING is not a dog," stated Felix in a strict tone.

Then his daughter asked him a hard hitting question "Then what is he?"

That is a good question. In his entire career as a huntsman slaying Grimm and doing missions, he has never seen a creature such as this before.

He then brought his full attention to his daughter "I don't know what it is but I do know that this things is-"

"SKKKREIIIIIIIIIIIII!"

He was abruptly interrupted when the creature suddenly leaped from its sitting position. Felix and the group was caught completely off guard and thus were slow to respond as the creature, with great athleticism, leaped over the entire group and tackled something into a bush behind them.

They heard what sounded like a struggle and loud growls happening behind the bush, thinking it was one of theirs that was attacked the entire group including Violet rushed past the bush.

What they saw was the creature on top of an evaporating body of a beowolf. Felix was shocked, the entire group didn't notice the beowolf sneaking behind them, not even the faunus and himself. If it wasn't for this creature, then someone from his group could've died.

The entire group was brought out of their shock when Violet approached the creature while exclaiming "See daddy! The doggy isn't bad, it's a nice doggy that saved us from the scary monster!"

Felix couldn't argue, the creature possibly saved one of his men from a gruesome death. However, he still has his doubts.

"Violet… I am thankful that this 'dog' saved possibly one of my men but…" Felix then saw his daughter giving him the puppy dog stare. After a brief moment he sighed "…I decided that we can keep him."

With a happy squeal, Violet then ran to hug her father "THANK YOU DADDY! I promise to take good care of Spike!" Her father then stared down at his daughter raising an eyebrow.

"Spike?" He asked as his daughter broke the hug.

"That's the name I came up for him, since he is covered in spikes I decided to name him Spike," explained Violet as the now named creature Spike shrieked in agreement.

"Alright then, lets head home Violet, you must be tired." Violet only replied with a yawn and a nod of her head.

The entire group headed back towards their village with a new member in tow.

* * *

It was a success, Ceres controlling the newly named zergling, Spike, was successfully adopted by the abhuman Violet and her father Felix. Now the group is currently making their way back towards their village. During their return trip the group ran into some more Grimm, but with the assistance of Spike, the Grimm were dispatched easily. During these conflicts, Ceres noticed that Violet's father Felix seems to radiate his very soul to passively protect himself from harm at all times and no one else within their group is radiating this sort of energy.

He will have to look into this phenomenon in the future.

After some time into the return trip, Violet became tired so Spike let her ride on its back for the rest of the trip.

Finally, after more than half an hour of walking, the group arrived at the village. Through the eyes of the zergling Ceres saw the village.

The village was small in size and is surrounded by a crude ten-foot-tall concrete wall and a metal front gate. The walls and the gate itself had seen better days as it was covered by numerous claw marks and bullet holes of various sizes and shape. The walls had guards patrolling the walls, including two on top of the gate.

Before the group approached the gates Felix turned to Violet riding Spike.

"Violet I need you and Spike to stay here for a minute until I call for both of you, do you understand?" Violet answered with a nod and dismounted and sat beside Spike.

Then Felix and the group neared the gate, one of the men on top of the gate saw them.

"Open the gates! Felix's group is back!" After a moment the gate slid open with a metallic groan.

When the gate fully opened Ceres saw the group were greeted by two men.

One was a frail looking human that looks to be in his mid-60's. He is around five feet tall with shoulder length grey hair and blue eyes. He's wearing a white dress shirt with the sleeves rolled up to his elbows, a cotton brown sweater vest, brown dress pants with the leg sleeves rolled up to his knees and light brown sandals. This man was also carrying a brown wooden cane and appeared to be walking with a limp left leg. This man to Ceres exudes an aura of kindness and care from what he could sense through Spike.

The other man was a younger human around his mid-40's. He is also around five feet and six inches tall and has an overweight build. He has short black hair fashioned into a backwards comb and dark brown eyes. He was wearing what seems to be a white dress shirt, a grey vest with a red tie and an officers coat of the same color scheme. He was also wearing expensive looking jewelry in the form of rings. Unlike the elderly man this person from what Ceres can sense through Spike, exudes an aura of greed and a higher class status.

These two men seems to each carry an important position within this small village from their looks alone.

Before the two men greeted the group they each held a different expression on their faces. The elderly man had an expression of worry as it slowly grew as the group got closer. The other man held a scowl as the group arrived. Ceres then decided to read the two men's current thoughts.

' _Felix is back; did he find Violet? I don't see her among the group! Oh dear god please don't tell me...'_ The elderly man thoughts stopped. This showed Ceres that this man seems to deeply care for Violet even if they're not related by blood.

However, at the same time he read the other man's thoughts, _'The animal and his group of savages are back. They left this village undefended for over an hour so they can find the animal's little brat. It doesn't seem that they found her. Good, that's one less animal that I have to look after in this misbegotten village."_

Ceres frowned, even on an unknown planet some humans were still discriminating those that are not part of their race. How foolish.

When the group arrived to the two men, the elderly one spoke.

"Felix, where's Violet? I don't see her. Please don't tell me she…" He was then interrupted by the other man, "Yes Mr. Wright, where is your daughter? Don't tell me that you had to abandon your post only to find her dead corpse somewhere in the forest," he said with a smug grin as Felix, the elderly man and the entire group glared at him.

Felix then replied "For your information Mr. Vos Benedict, we actually did find my daughter without a single scratch and brought her back safe and sound." He explained with a smug smile of his own.

The elderly man sighed with relief as his fears for Violet's safety was confirmed. However, the man now identified as Vos Benedict, expression turned into a scowl once more.

"Then may I ask, where is she?" Asked Vos as the elderly man stared at Felix with a curious expression, "Yes where is your daughter Felix, I don't see her." The elderly man asked.

Felix adopted an expression of worry as he looked towards the elderly man. He hesitated for a moment before replying, "Father Howel, when we were searching for Violet when we heard her scream. We tried to get to her as fast as we can, but something else got to her before we did. When we arrived Violet explained that a dog saved her from the Grimm, so after some time finding it and after careful consideration I decided to adopt the dog and bring it with us since it not only saved my daughter but one of my men from a gruesome death."

Now the identified man, Father Howel, is surprised by the story he just heard and thus asked, "Then where is Violet and this dog?" Vos was also curious about the whereabouts of the girl and the dog.

After a few moments of hesitation Felix turned towards the forest.

"Violet! Spike! You can come over here now!" As soon as he called for the two, Spike with Violet beside it, emerged from the forest and into the clearing.

Both Father Howel and Vos were shocked by the appearance of the zergling and looked towards it with fear, something that Ceres expected from them.

Vos immediately exclaimed, "What the hell is that thing!" Father Howel then looked towards Felix with a worried look, "What is this creature Felix and why is Violet near it?" Father Howel asked in a worried tone.

Felix replied, "This creature is the dog that saved my daughter from the Grimm. Don't worry this creature is docile and safe."

Vos turned towards Felix with aghast expression and exclaimed, "SAFE! You think this thing is safe! For all we know you and your animal brat could've jeopardized the safety of this village by bring it here! I knew your kind are no good! I order you to kill this thing right now!" Vos demanded, Violet looked at her father silently begging him not to kill Spike.

Felix then glared at the fat man and stated, "No. I refuse to kill this creature, it saved my daughter and you have no authority over me Vos." Ceres then saw the fat man's face turn red with anger as he exclaimed.

"YOU DARE DISOBEY ME! I'M THIS VILLAGES SUPPLY CHIEF! AND I'M THE ONLY REASON WHY THIS BACKWATER VILLAGE RECEIVE SUPPLIES FROM THE ATLAS KINGDOM! YOU WILL OBEY MY AUTHORITY OR-" He was then cut off by Felix.

"Or what!? You're going to have me executed! In case you have forgotten, I'm the only huntsman in this village and was tasked to oversee the very safety of this village from the forces of Grimm! Also it's not your decision whether we kill this creature or not, that is up to the village chief!" Felix stated with conviction as he looked towards Father Howel as Vos did also.

Ceres saw that Father Howel was deciding the fate of Spike, after a moment he looked at both Felix and Vos and said "If Felix here says the creature saved Violet's life and is safe, then I will allow the creature within the villages walls for as long as he is going to look after it." Ceres then saw the supply chief stormed off into the village in a fit of anger.

"FINE! HAVE IT YOUR WAY! But mark my words when that thing gets out of line I will hold you both responsible!" Vos exclaimed in anger as he walked away.

When the fat man was out of ear shot Felix said "I hate that racist piece of shit. Why do we even keep him here in the village?" Father Howel than answered "Even though you and I, and the others, don't enjoy his "company," he is the only connection that we have to the other kingdoms in order to gain much needed supplies. Plus, he has high connections within the Atlas Council and military, we can't simply remove him."

Ceres pondered on the information he just heard, ' _Atlas, council, kingdoms and military. It seems that this village is but a small part of a larger more powerful civilization somewhere in this world. I must find these kingdoms and conceal my brood from them in case they decide to attack me in force,"_ thoughtCeres as Felix said his goodbye's to the group and with Violet and Spike started heading towards their home.

As they walked through the village Ceres, through the eyes of Spike, saw that some of the villagers and their families that were outside at the moment looked towards the zergling with fear in their eyes and started whispering among themselves.

"What is that thing?"

"I don't know but it looks scary."

"It's walking beside Felix and his daughter, it must be safe."

"I don't care I'm not letting my children near that thing."

As they were walking, Ceres also noticed that many of the buildings within the village were one story high and made out of wood and stone. The dirt road they were walking on lead to the village center, a large clearing with a larger two story building in front of them with a clock and bell tower. Unlike the other buildings, this building seems to be made out of finer material and thus he concluded it was the town hall of the village. Overall the entire village is similar to an old medieval village in Earth's past history. From the town center he can see two other dirt roads leading towards two other gates in this village.

As he was observing his surroundings they finally arrived at their destination.

Like many of the other buildings, the house was one story tall made out of wood and stone with two windows at the front and a wooden door. This house was located near at one of the gates, left from the village center. Overall, this house can seem to house an average size family without too much discomfort.

Violet then smiled towards the zergling, "Here we are Spike! Your new home!" She said as they made their way through the door.

* * *

 **Location: Oka Village, Dragon Continent**

It has been a month since Ceres and his zergling Spike saved Violet and was adopted into their family. During this month Spike was slowly accepted into their villages society due to the help of both Violet and Felix. Now Spike is the villages pet and is popular among the children, and as Spike stayed with both Felix and Violet, Ceres learned about their back story.

Felix Wright is a wolf Faunus that was born in the kingdom of Vacuo in the poorer parts of the kingdom. He was married to another wolf Faunus, a woman named Alice Spring who he met within Oka village and soon had Violet. However, when Violet was one month old they decided to have a picnic out in the woods, but during the picnic a pack of beowolves came and killed Violet's mother. Fortunately, Felix manage to escape with Violet and since then he promised to always look after Violet and protect the home village of his wife. Ceres's zergling has been living with them for the past month, and during this time he gathered information about the world and its inhabitants.

Other than humanity and the regular fauna, there is another species called the Faunus, humans with animal traits in the form of either ears, tails, horns or claws. The Faunus also has superior senses and physical attributes than a normal human being, however, they were discriminated for their traits by most of humanity and thus started a past war and a peaceful protest turned terrorist group called the White Fang in order to seek equality for the Faunus race. Ceres found this funny for two reasons, one is that humanity pointlessly segregates a would be ally, the Faunus, in their fight against a greater enemy that plagues their world. Humanity in this situation was a lot like the Conclave when it comes to the sheer stupidity of their actions. In the Zerg Swarm there is no such thing as discrimination, everything to the Zerg is prey. The second reason is the ideals of the White Fang; Ceres can agree that in some situations violence is the answer, However, the White Fang is not leading a revolution towards a better future for all Faunus'. No, they're mindlessly slaughtering innocents and guilty alike, stealing and vandalizing in order gain equality through fear. This wasn't a revolution with the goal for peace and true equality, this is seeking revenge against humanity's treatment towards the Faunus. If these Faunus want a true revolution, they should look at the exploits of the Terran James Raynor. James Raynor lead a true revolution for peace against the Dominion under the tyrannical rule of Emperor Mengsk. However, unlike the White Fang, during his revolution he puts the safety of innocents above all else and will fight Zerg, Protoss and Terran to keep them safe. Due to this he gained the love and support of the Terran people and his allies and those that serve under him will follow him into death.

The last species Ceres learned was the Grimm and they're the dominating species of the entire planet and can be found all over the world in many different shapes and sizes. Ceres learned that the origins of the Grimm were unknown and that any attempts to study them lead with little to no success due to the fact that the Grimm die in captivity and evaporate upon death. The Grimm also have the ability to sense negative emotions from great distances, thus if defenders starts to lose hope their negative emotions will draw even more Grimm. During one of the routine hunting missions that Felix always takes Spike on, Felix identified to Spike the different types of Grimm and their name.

The bi-pedal wolves were called beowolves, the large bears were named ursas, the boars were named boarbatusks, the large scorpions were called deathstalkers, the large two headed snakes were named king taijitus, the creatures with two legs and large teeth were called Creeps, the large ravens were called nevermores and the griffons were just called griffons.

Ceres also learned that the world he was currently in was called Remnant and this world was inhabited by the humans, Faunus and the creatures of Grimm. There were four main kingdoms of the world that most of humanity and the Faunus resides in, these kingdoms were Atlas, Mistral, Vale and Vacuo. Each kingdom was located in different parts of the world, Atlas was located in the north, Vacuo in the west, Vale at the center and Misteral in the east. However, villages like the one Spike is currently resides in are not uncommon and are found outside the kingdoms, but these villages were constantly in danger of being overrun by Grimm. However, many of these villages gain support from one of the four kingdoms in forms of protection and monthly supplies.

Ceres also learned about the huntsman and huntresses, elite warriors that were trained for most of their lives to protect all of humanity and the Faunus from the Grimm and all those who seek to disturb the peace. What makes the huntsman and huntresses so great is that each utilize their souls to shield themselves from harm and empowers their physical abilities to superhuman levels, this power is called aura. Also each huntsman and huntresses have a special power that aid them in battle called a semblance and it differs between each huntsman and huntresses. In order to train new generations of huntsman and huntresses, each kingdom has a combat school in order to train new warriors. Violets father Felix, is a huntsman tasked with the protection of the village and was trained in the kingdom of Vacuo.

Ceres learned many things about the village during the first week of the past month, the village was named Oka Village and its chief is John Howel or also known as Father Howel. The reasoning behind Howel's nickname is that Father Howel treats everyone within his village as part of his family and thus treat everyone with care and respect. The village has a small population with 45 people, mostly human and some Faunus. In the village there was no discrimination between the humans and the Faunus due to the efforts and kindness by Father Howel, however, with the exception of Vos Benedict.

Vos Benedict is a supply chief from the Kingdom of Atlas and he is in charge of supplying the village with monthly supply deliveries. He was raised in a high class society and bought his position through his connections within the Atlas Council and military, therefore he sees everyone within the village lower than himself, especially the Faunus residence. Benedict in Ceres's eyes is a grand example of humanities racism towards the Faunus and so is his son.

Benedict has an eight-year-old son named Bronze Benedict and he is a carbon copy of his father, the child was four-foot and nine inches tall, was overweight for a child, has brown hair and dark brown eyes and wears expensive clothing. He acts like the typical spoiled child and bullies most of the Faunus children and even some of the human children, the parents and even Father Howel himself cannot do anything due to Vos Benedict's high position. Bronze usually bullies Violet out of all the Faunus children due to his father's hate towards her father, and for years Violet had to suffer his bullying.

However, that all stopped when Spike came into the picture, Ceres still chuckles at what has happened since then.

* * *

 ***Flashback three weeks ago***

Violet was skipping back home from school with a paper in her hand; she's feeling happy today. She spelled every word correctly in the spelling test and got a gold star for it and now she is going back home to show both her father and Spike her good mark.

However, halfway back to her home three boys blocked her path.

It was Bronze and his gang, her bullies in the village.

"Hey animal where do you think you're going?" said Bronze as he and the other two boys beside him drew closer to Violet.

Violet tried to run but another one of Bronze's lackeys suddenly appeared from a nearby ally and grabbed her arm holding her test. Bronze then grabbed the test out of her hands and looked at it.

"This must be wrong because there is no way a stupid animal like you can get this right, you must have cheated," Bronze sneered his gang voiced their agreements with him. Bronze then proceeded to rip up Violets test sheet to her horror.

"You know what I do to dirty dumb animals who cheats, I rip their ears off!" Bronze then grabbed Violets ears and started to violently pull them off from her head while the other boys started laughing at her misfortune.

Violet cried out in pain "OWWWWW! LEAVE ME ALONE! PLEASE! DADDY!" Violet tried to escape but Bronze's lackey was holding her tight and Bronze simply pulled her ears harder, enjoying her pain.

"That's right you animal, scream! No one is going to help you, because you know why! Because you are a dirty. Stupid. Anima-"

"SKKKREEIIIIIIIIII!"

Bronze was interrupted by a loud animalistic shriek, He and his lackeys turned around and was horrified of what they saw. Half way down the dirt road was Spike speeding towards them.

Scared out their wits, Bronze and his gang let go of Violet and ran away from the zergling as fast as they can, however, due to being overweight Bronze was slower than your average eight-year-old and thus was soon caught by the zergling.

Fast animal, slow children.

With a great leap, Spike jumped and tackled Bronze to the ground, as Bronze turned to lay on his back, Spike pinned the boy to the ground and stabbed both scythe like appendages on the ground near Bronze's head on both sides.

Bronze's face was a perfect picture of horror as Spike stared down at him while bringing their faces close to one another. Then as their noses were about to touch, Spike let out a shriek right in his face.

"SKKKREEEEEEEEEEEEEEIIIIIIIIIIIIIIIIIIIIIIIII! /AAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHH!"

Spike and Bronze screamed at the same time as Spike's spit from its scream started to cover Bonze's face. Then after a brief moment of screaming Spike stopped and proceeded to remove itself from atop of Bronze. Bronze, still screaming, got up and ran as fast as he could with now a wet face and wet pants.

Spike then walked towards the sitting and crying form of Violet and started to comfort her. Violet stopped her crying and hugged the zergling around its neck.

"Thank you Spike *hic* *sniff* you saved me again." Said violet as she then collected the ripped pieces of her test and walked the rest of the way home with Spike.

* * *

 ***Flashback ends***

After that incident Bonze's father was furious and demanded that Spike is to be killed using the excuse that it's a danger to them all. However, thanks to many witnesses of the incident and the villagers repressed hate towards Vos, no one is willing to do it thinking the boy got what he deserved. Vos tried to shoot the zergling himself but Spike merely grabbed the gun from his hands and ripped it apart in seconds, showing that it can and will defend itself when needed. Vos than had no choice but to retreat from the matter, but will definitely hold a grudge against the Wright family and their pet.

Now since the incident, Spike accompanies Violet wherever she goes and rarely leaves her side. This made Bonze and his gang avoid Violet and her pet like the plague, and in turn Violet and Spike became popular among the other children who were also victims to Bronze's bullying.

Spike became so popular with the children the zergling started to give free rides for the children, this in turn made the parents of said children see Spike in a different light and started to accept the zergling as part of their village.

Sometimes Violet goes into the forest to collect various flowers, except this time she had Spike to accompany her. Felix now trust the zergling to look after Violet by themselves after noticing that Spike is smarter than your average animal and was probably more intelligent than Vos Benedict himself.

Ceres was intrigued by the culture of the inhabitants of Remnant especially its stories. Every night before going to bed, Violet would ask her father to read her a story with Spike in the room. Through Spike, Ceres has heard many different tales that Remnant probably had to offer, however, there was one story that intrigued him the most, and it was also Violet's favorite.

* * *

 ***Flashback two weeks ago***

Violet was now in her bed in her purple onesies with her lamp on and Spike at the side of her bed. Spike wasn't allowed on the bed because her father was afraid that his claws will rip up her bed.

Ceres, through the eyes of Spike, saw her father was looking through her bookshelf looking for a story to read for her tonight.

"Violet, which story do you want me to read for you tonight? The Tale of Two Mice. The Raven finds a Hotdog. Blue Eggs and Ham." Felix asked, Violet immediately asked, "Can you read me the story of the Four Maidens?" Her father chuckled and looked towards his daughter.

"Violet, I read you that story at least three times. Don't you want to hear another story?" Felix asked in a friendly tone, however, Violet gave him the infamous puppy dog stare.

"Please daddy, I promise this will be the last time," Violet begged with an innocent voice as her ears flattened against her head for extra effect. Suffice to say her father's will crumbled.

"Okay, I'll read it to you one more time."

"Yay!"

Felix then took a moment to find the book, once he found it he pulled it out and sat near the foot of Violet's bed with the book open.

He then started reading.

 _Deep in the forest of Remnant beside a great and mighty river stood the small fragile home of a cold frail man._

 _A lone wizard._

 _Hidden from dangers and distractions of the world the wizard seldom have visitors, but on this day as he peered out his window, his gaze fell upon a young maiden._

 _Calmly she sat beneath his tree, in a state of absolute tranquility._

 _When the wizard demanded an explanation the maiden simply replied_

" _My name is Winter, I am on a journey, and I am waiting for my sisters."_

 _With that she closed her eyes and sat in silence._

 _The wizard told himself that the girl was a fool, but the longer she sat the more he wished to share in the serenity the young maiden enjoyed._

 _In time he grew tired and decided to close his eyes as well thinking on this strange predicament._

 _Upon opening his eyes, the wizard was befuddled to find that a second maiden had appeared beneath his tree, cheerful and spired with a basket of fruit and flowers._

 _When he asked for an explanation the girl simply replied_

" _My name is Spring, I'm on a journey and I'm waiting for my sisters."_

 _To show her gratitude for his reluctant hospitality, the girl retrieved a hand full of seeds in her basket and planted them in the wizard's garden._

 _The old hermit can hardly believe his eyes as the maiden turn what was once a mere pile of dirt and manure, into a beautiful garden in which life will surely blossom._

 _It's likely he would've gazed for hours, were it not for the unfamiliar laughter he heard from beneath his tree._

 _A young woman with a warm smile now stood beside the two maidens._

 _The wizard begged her to introduce herself, which she happily responded_

" _My name is Summer! I am on a journey and I am waiting for my sister!"_

 _Of course, thought the wizard._

 _But another chirp of laughter left the old man perplex, what in the world was so funny?_

 _As it turned out. It was him._

 _The new arrival found the wizard insistence on staying indoors so very amusing._

 _Why choose to view the world through a small window, when the door leading out to it is right at his side._

 _It was a compelling argument, and after only a moment of brief hesitation, the wizards left his home._

 _And stepped outside._

 _The warmth of the sun brought a surge of energy and life, and soon the wizard wasn't feeling much like himself anymore._

 _He was feeling much better._

 _As the day drew to a close, the maidens and the wizard all settled down and prepared a feast._

 _Winter set the table_

 _Spring supplied the crops_

 _Summer prepped the meal_

 _And the wizard was the happiest he been in ages._

 _But in all the excitement, he nearly failed to notice the delicate woman that now stood beneath his tree._

 _He smiled and beckoned her to join them asking only for her name._

" _My name is Fall,"_

 _She replied softly_

" _I am on a journey and here to meet my sisters. Who are you?"_

" _Me?"_

 _the wizard wondered_

" _Well I-I am but an old hermit. I-I have lived in these woods alone for centuries, and I'm afraid my story is not very interesting and I have no one to love and nothing to my name."_

 _The eldest sister looked up at all that surrounded them._

" _But sir, do you not see, you have so much."_

 _It was true._

 _With their help, it was now clear to see that the wizard had everything he could ever need._

 _He was grateful, but a question lingered in his mind._

" _Why me?"_

 _He asked_

" _Why did the four of you would choose to open my eyes? To share with me your gifts? Why am I so special?"_

 _The four sisters looked to one another, perplexed._

 _Finally, the eldest spoke_

" _I beg your pardon sir, but we did not do these for you because you were special. We do what we can for everyone, because we are able."_

 _The old wizard was at a loss, never in his years has he come across such kindness, it was in that moment he knew what should be done._

 _The wizard summoned his magic, every ounce he could muster._

 _And bestowed it upon the sisters._

 _He smiled_

" _Take this gift, and know now you are able to do so much more."_

 _Now armed with the elements, the very powers of nature and the unimaginable magic of the wizard._

 _The four maidens_

 _Winter_

 _Spring_

 _Summer_

 _And Fall_

 _Promised to carry on with their journey, using their gifts to aid others, just as they aided him._

 _One by one the sisters left, but before they did they made one final promise._

 _They promise to return each and every year,_

 _To visit,_

 _Their dear friend._

With the end of the story, Felix closed the book and saw that his daughter and Spike was already asleep.

Quietly he kissed his daughter's forehead, turned off her lamp and closed the door on his way out.

* * *

 ***Flashback end***

Even when Ceres spends his free time on observing Spike, he and the brood wasn't sitting idle for the entire month either.

For the whole month Ceres has been expanding his brood in more ways than one, he created a hive cluster at the "head" of the dragon continent and created a nydus network between the two bases. He also spawned more zerg units over the course of the month and now his numbers are well over half a million. Now he started preparation of a Leviathan that is now growing in space and is looked after by overlords. He did not in fact create any air units other than the overlords and the Leviathan, because that would also attract unwanted attention from the kingdoms and the village itself.

He tried to avoid expanding near the village for now, in case he attracts unwanted attention from one or all the kingdoms, however, from what information he gathered the village is the only one within the continent and the only form of quick communication the kingdoms have with one another was through giant radio towers called the Cross Continental Transmit System, located in each kingdom.

Also during the past month, he started experiments with the crystals now named Dust by the inhabitants of the planet. Apparently this Dust is used by the inhabitants as an energy resource to power almost everything from a light bulb to entire ships. They also use Dust as a weapon either in its raw form or to power their weapons.

Ceres decided to integrate the Dust into some of the zerg units. However, without the aid of Abathur, it was more difficult for him to integrate the Dust crystals to the zerg. Most of the time the unfortunate zerg unit would die horribly depending on the type of crystal, however, after many failed tests he manages to successfully integrate some of the Dust into his brood.

Now the roaches have green dust integrated within them, with the green Dust they can spit acid at a greater velocity and range.

The hydralisks have the red Dust integrated into their spines, with the red Dust within their spines, the spines will explode upon penetration of armor or flesh, adding to their damage and killing power.

The hunter killers are now integrated with two different types of Dusts, green and yellow. The green dust is integrated with their spines giving the hunter killer more penetrating power and range. The yellow dust is integrated within their serrated scythe like claws, the yellow Dust when activated, generates electricity through the claws vibrating the molecules within each of the blades to high frequencies, making them into high frequency blades that can cut through any metals with ease. The activation can be seen when the claws generate sparks of yellow electricity along their claws.

The ultralisks and zerglings have the same yellow dust integrated into their blades, also making them into high frequency blades and adding their cutting and stabbing power respectively.

This is the new upgrades he integrated into his brood for now. Now Ceres with some free time, decided to once again check on Spike.

* * *

 **Location: Forest near Oka Village**

Violet was once again in the forest collecting flowers of various colors to put in the village garden, as usual she is accompanied by her loyal pet Spike, who was currently lying next to her as she goes about her business.

"I think I collected enough flowers for one day, what do you think Spike?" Violet asked Spike as she turned towards the zergling. Spike replied with what sounds to be a hiss of agreement and started to make its way towards the village with Violet riding on its back.

As they neared the village Ceres/Spike can immediately sense there was something wrong. Ceres through Spike's senses can smell smoke, fire.

And blood.

Violet can only smell the fire with her Faunus heritage, she began to worry.

"I hope there isn't a fire at the village. Spike lets hurry home!" She said with haste. Spike then started to speed through the forest towards the village.

As they neared the village the audible sounds of gun shots and roars of Grimm can be heard from the village. When they arrived they saw the front gate busted down with a large dent and more claw marks on it than before. They can also see the streets filled with Grimm of various kinds chasing and killing those that were within the village.

Violet is now panicking as she saw these events unfold in front of her. She saw the Grimm killing people she knew without mercy and those who tried to fight back were either overpowered or swarmed by the Grimm.

She was then brought out of her state of shock by Spike hissing at her.

"Spike! We need to find daddy; he knows what to do!" With the given command, the Zergling started running through the chaos with Violet holding onto its back for dear life. Spike started dodging Grimm left and right as it makes its way to the town center where it saw the remnants of the villagers gathered and are defending themselves at the entrance of the town hall.

Ceres then saw from a distance, Violets father injured and tired, cutting down Grimm left and right with his great sword, using every ounce of his training as a huntsman. Three beowloves charged at him at the front, Felix spun his great sword in a full 360 and cleaved through all three beowolves. A boarbatusk rolled into a ball and charged straight at him, Felix stabbed his sword into the ground in front of him blocking and at the same time stunning the boarbatusk. While on its back Felix than pulled his sword out of the ground and then stabbed the stunned Grimm in the belly, killing it. As he pulled out his sword one of the defender came up to him.

"Felix we manage to fill the last bullhead with all the women and children that survived, the pilot is taking off right now!" Felix decapitated a creep as he looked towards the man that brought the news.

"Is my daughter in that bullhead?! And what happened to the first bullhead?!" Felix asked in haste as he sliced a ursa in half.

"I don't know! I didn't see her among the survivors! And as for the first bullhead it was taken by that fat piece of shit Vos and his son! They abandoned us here to die!" exclaimed the man.

"FUCK!" In his anger he sliced an alpha beowolf in half. It was then Spike with Violet on its back arrived.

"DADDY!" Yelled Violet quickly dismounting Spike and ran towards her father, while this was happening a bullhead lifted from behind the town hall and flew off into the distance.

Felix turned towards Violet with a look of relief, until it morphed in an expression of horror.

"VIOLET WATCH OUT!" exclaimed Felix as he dropped his weapon and started sprinting towards Violet as an alpha beowolf swung its claw towards the unexpected Violet. Time slowed as Violet saw the claw descending upon her, at the last possible moment her father pushed her out of the way.

SQUELCH!

Violet fell on her side, when she looked up she wished she hadn't. She saw her father taking a fatal stab for her. The alpha merely pulled it's claw out of her father's body as his body slumped to the ground. It then turned towards Violet and slowly approached. Violet still in a state of shock after seeing her father stabbed by the Alpha couldn't move or run.

However, before the alpha got to her it was tackled by Spike and was killed by a quick stab to the head from the zergling. Violet brought out of her momentary shock, finally realized her father on the ground with a pool of blood forming underneath him.

"DADDY!" She quickly ran towards her father with Spike following quickly behind her. When she arrived her father coughed up blood and looked at her with eyes barely open.

"Violet… please… you must get out of here… you must survive…" Felix said as he was dying. Violet shook her head and started crying.

"NO DADDY! I WON'T LEAVE YOU!" Violet cried as she looked down at her dying father. He then looked towards Spike.

"Spike… I need you to take Violet away from here… keep her safe… please… protect my daughter…" With his last breath he closed his eyes for the last time.

"Daddy." Violet shook her father. No answer.

"Daddy!" Violet then shook her father even more. No Answer.

"DADDY!" Violet than started crying.

"DADDY PLEASE DON'T GO! PLEASE!" Her cries of sorrow started attracting the Grimm towards her, Ceres/Spike needed to move quickly.

In a burst of speed, Spike dove underneath Violet placing her on its back and started sprinting towards the entrance of the village. Once they exited the village some of the Grimm started to chase after them, however, Spike easily outpaced them even with a passenger on its back. During the past events Ceres has ordered 4000 zerglings to rush towards the village with all haste, however, the village is at least a day away from the edge of Zerg territory even with the zergling top speed.

Spike kept on running, not stopping for a moment while Violet was still crying on its back. After many hours of running, the zergling finally stopped at a small nearby lake for a short break.

Violet slowly dismounted Spike and approached the lake, she started to wash her face and drinking the water as Spike was doing the same beside her. Violet than looked at her reflection in the water, and once again started crying.

' _Everyone is gone. All my friends... Father Howel... Daddy..."_ Her tear drops made ripples on the lake water, breaking her reflection. However, before she drove deeper into despair, Spike approached her and started comforting her. Violet then smiled, feeling a bit better knowing that she still had Spike by her side. She then hugged Spike around its neck.

"At least I have you Spike to protect me." The moment was soon interrupted when the Grimm that were chasing them arrived. Spike immediately brought itself between Violet and the horde of Grimm. The Grimm numbered in the hundreds with various type of Grimm ranging from the common beowolf to the mighty deathstalkers. The Grimm partially surrounded the two leaving only their backs open to the small lake, Violet was shaking in fear while Spike is ready to defend her to the last. As the Grimm were about to attack they were interrupted.

" **SSKKKKEEEERRRRRRIIIIIIIIIIIIIII!"** With the combined shriek of over a thousand unknown beasts, the very forest shook with their coming. Violet quickly looked behind her to see the source of the familiar roar, she was shocked by what she saw.

She saw hundred. No. Thousands of doggies like Spike sprinting towards them, however, to Ceres/Spike, the reinforcements of 4000 zerglings had arrived.

The army of zerglings seeing the Grimm, started to run faster and leaped over the lake. Like a great tsunami the zerglings crashed into the army of Grimm with great brutality and force.

The zerglings were ripping apart the Grimm army, while the more powerful Grimm were killing many of the zerglings they were, however, severely outnumbered and out matched due to the current and recent upgrade to the zerglings fighting capability. Zerglings were ripping limbs and flesh off of the beowolves, creeps and boarbatusks, alpha and common alike. Ursas, deathstalkers and king taijitus were swarmed and ripped apart by mass zerglings. During the chaos of the battle Violet, Spike and a contingent of 200 zerglings escorts started to make their way towards the main hive cluster.

Violet the entire time was surprised by the sheer amount of strange doggies that arrived to save them.

' _These doggies look exactly the same as Spike. Is this Spike's family? Where are they taking me?"_ Violet wondered, but she trusted Spike and any place is good as long as it was away from the monsters.

* * *

The large group of zerglings plus Violet, have been traveling for 12 hours without rest. It was now midnight and the broken moon was high in the sky washing the lands below it with its light. Finally, they arrived at the edge of Zerg controlled territory, Violet saw the ground covered in a weird purple mud, but whatever it was it caused the zerglings to run even faster.

The zerglings carrying Violet finally arrived at the main hive cluster where Ceres was awaiting them. When they entered the valley, Violet dismounted Spike and adopted an awed expression from what she saw.

She saw strange buildings around them and all of them seem to be moving one way or another. She also saw hundreds of weird looking creatures, some she found cute while other are downright scary to her. But what really caught her attention was the buildings in the middle of the valley.

The building looked like a huge tent shaped castle with five large towers of blades surrounding it and the tips meeting at the top of the castle. At the very top she could see large teeth covering the top part of the castle with their tips meeting in the middle. The entire castle seemed to be a living creature as it is made out of flesh and hard looking skin. The entire castle was also surrounded by 4 more smaller versions of it. At the bottom she could see what looks like an entrance and saw someone come out of it.

Ceres exited the hive as the group escorting Violet had finally arrived. Now for the first time in a month, he can finally meet the little girl face to face.

When Ceres exited the hive, Violet was surprised none the less that a human was here. Ceres didn't need to read her mind to know that she was confused and worried as she drew closer to Spike. Ceres gave her a friendly smile to show her that he wouldn't hurt her, and started walking towards her. As he approached Violet, zerg of all types started to converge around them while at the same time keeping their distance from Ceres, Violet and Spike.

When Ceres was at least within arm's reach from Violet, he kneeled down to her eye level and continued to give her a friendly smile.

"Hello Violet," Said Ceres as Violet gave him a look of surprise.

"H-How do you know my name? Who are you mister and what is all this?" Asked Violet as she looked around seeing the various types of zerg observing them.

"My name is Ceres, and I know your name because of the zergling you know as Spike. Through Spike I've been watching over you and learning about your culture. I'm also sorry for the loss of your village and family." Ceres then broke his eye contact as Violet then started to tear up and silently cried, the entire area was quiet and only the audible sound of Violet crying can be heard. After a brief moment of silence Ceres looked towards Violet once again after making a decision.

"Violet, you asked what we are." Violet then stopped her moment of sorrow to look towards Ceres to nod her head.

"Violet, we are the Zerg. And the Zerg is like one large family. We protect our own and all those who we care about. Now Violet, I'll be giving you an offer, however, it's your choice whether you accept or not, do you understand?" Violet answered with a nod and an audible yes.

Ceres then stood at his full height and offered his hand to Violet with a smile.

"Violet… what I'm offering you is a new family," Violet eyes widened, forgetting that she was crying moment before, she looked up to Ceres with wide eyes.

"Violet. would you like to join my family?"

 **AN:**

 **And Done. This was by far the hardest chapter to write, but I manage to power through and finish this.**

 **Thanks to alexkehling for the idea of the Roach green dust upgrade. If you guys have any ideas for Dust upgrades I'm all ears.**

 **Now like always if you have any questions (Sorry no spoiler questions) about this chapter leave them in the comments or PM me directly. Now to answer some questions you may have.**

 **1\. Why isn't there more zerg dust upgrade? Because in the RWBY Canon, dust in its raw form is dangerous to use, let alone morph it to one's body. Zerg units don't have aura or machinery to activate the dust properly so integrating it to the Zerg will have somewhat of a high chance of failure and can lead to a messy death. Also, I strictly said many times before that Ceres needs the expertise of Abathur, for Abathur was created for the sole purpose to evolve the Zerg at a moment notice. Overall Ceres is slowly integrating the dust to some of his Zerg units as he sees fit, so suspect more upgrades in the future.**

 **2\. Some of you who are wondering the timeline of where the chapter takes place in the RWBY canon, when Violet met Ceres for the first time it is around the same time the fight at the docks happened at the end of Season 1.**

 **That's all for now, leave a review of this chapter for it helps me improve on my writing skills.**

 **See you in the next chapter.**


	6. Chapter 3: Intruders

**AN:**

 **Welcome back everyone to another chapter.**

 **The RWBY season recently ended and I have to say that It was by far one of the most tear jerking season (Maybe the only season) out of all of them. (They really hit my favorite characters hard)**

 **Now many of you been asking whether or not Violet will be "infested." Well you just have to read and see for yourself.**

 **Other than that let's get on with the story.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 3: Intruders**

 **Location: Main Hive Cluster**

It has been two weekssincethe destruction of Oka Village. The four thousand zerglings he originally sent took two days to clear out both the village and the surrounding area from any Grimm.

Unfortunately, those who stayed behind to defend the village all perished to the Grimm onslaught. When his forces arrived at the village the Grimm were feasting on the remains of the dead villagers.

After clearing out the Grimm, Ceres created a nydus network nearby the village and transported drones to collect and salvage the remains of the dead to be used for essence. However, for the remains of Violet's father, he had the drones bury him besides Violet's mothers grave for Violet to visit when she is ready.

It was also two weeks since Violet was officially adopted by the Zerg. At first she had some difficulty adjusting to her new life with the Zerg due to recent events. However, during the past two weeks she quickly became more comfortable with her new surroundings and eventually was back to her old self. At first Ceres was tempted to fully integrate Violet into the Zerg by infesting her, however, he decided ultimately it was not his decision to make and will wait until she is ready or in the direst circumstance.

Violet at first was intimidated and scared by the other Zerg creatures and thus only traveled around with both Spike or Ceres himself. However, as the days passed by, Ceres has been teaching and showing the various creatures of the Swarm to her. This in turn made her more comfortable around many of the Zerg creatures that she soon started to play with many of them, including the massive ultralisk.

Ceres never thought that he would see the day that a little girl would enjoy herself while riding an ultralisk.

Ceres also gave Violet a personal chamber within the main hive structure, however, she was hesitant on sleeping in a pod made out of flesh. So drones ordered by Ceres, manage to salvage her bed and what was left of her personal belongings from her house, and brought them into her chamber. Even with some of her possessions, it did little to prevent her nightmares.

Many times during the two weeks, Ceres had to accompany her throughout the night because of the nightmares that plagued her dreams. Violet was mentally scarred by witnessing the death of her father, and thus kept having nightmares of her village burning around her and the same Grimm killing her father. Ceres knew about this because one night when Violet was sleeping, he delved into her mind and saw her nightmare form. So in order to help her, every night Ceres interfered in her nightmares by having a dream version of Spike and the swarm saving and protecting her from the Grimm. By doing this, Violet's nightmares eventually vanished from her dreams and she became more comfortable with the Zerg as a whole.

During her time with the Zerg, Ceres adopted a role that he was all too familiar with, Violet's new guardian. He took his role seriously and looked after Violet with nothing but absolute care and protection, to the point where Violet now calls him "big brother." At first Ceres was a bit surprised by this new title, even if the Zerg Swarm was like one large family, never before he had the title of a big brother. However, he accepted his new title from Violet, thinking it was appropriate to describe their relationship.

For two weeks Ceres placed some of his Zerg forces to defend and observe the remains of the village and salvage anything useful. His Zerg manage to salvage food for Violet even though she enjoys eating the creep, saying it tastes like grape and strawberries mixed together. They also manage to find copious amounts of different colored ribbons that Violet now uses to tie bows on the various Zerg creatures that she plays with. Just don't ask how she manage to tie a bow on a ultralisk, he saw the process and still couldn't believe it.

However, out of all the salvaged materials from the village the most interesting was the cellular device that Violet called a scroll. She also explained it is used to call others from a different place. Due to the village being somewhat isolated from the other kingdoms before the attack, his Zerg could only find one of these scrolls within the town hall. Unfortunately for him, the scroll was damaged and wouldn't activate, probably from the Grimm attack.

Now he is inspecting the broken scroll in his private chamber and at the same time observing Violet having a pretend tea party with a roach, a queen and two hunter killers that he spawned to protect her, Spike was at the village to oversee the salvaging.

He found it amusing to see a hunter killer, one of the most feared Zerg creature in the Koprulu sector, wearing a large red bow around its head and is attempting to pick up a small teacup with its claws.

However, as he was observing the tea party, he suddenly received a mental alert from the zerg force stationed at the village. He immediately observed the situation through the eyes of one of the Zerg units there. What he saw was four aircrafts, one that seems to be a transport ship and the rest gunships from the weapons he could see, heading towards the village.

He also saw a white symbol of a gear with a spear through it surrounded by a circle divided into four parts on the side of the transport ship. It was the symbol of Atlas, more specifically the Atlas military.

' _Why is Atlas here? Did they catch word of the villages demise? If so, then why come now? I will soon find out,'_ pondered Ceres as he quickly gave the mental order for all Zerg units at the village to burrow underground, however, he had Spike to hide in a nearby alley way to observe for now.

Fortunately, the ships didn't seem to notice the Zerg when they arrived at the village. When they were hovering over the village center, the single transport ship descended to land as its escorts hovered high in the air. As soon as the transport ship landed the escort ships opened their back hatches and out jumped what appeared to be multiple white and black colored droids with rifles.

As soon as the droids landed they immediately started to create a defensive perimeter around the lone transport ship. When the coast seemed to be clear to them, the side hatch of the ship slides opens to reveal its occupant's. The first ones to exit the ship were four regular soldiers holding the same rifles as the droids and wearing blue military uniforms with white armor pieces and a helmet that covers their entire head with the exception of their mouths. The last one to exit was a man that Ceres was all too familiar with.

" _Vos Benedict. It looks like the coward is back to reclaim this village, but he will find that it's already taken."_ Through Spike, Ceres read the mind of Vos and knew his intentions. He then ordered all Zerg units burrowed underneath the village to converge on the intruder's position.

Time to welcome his guests.

* * *

 **Bullhead, six minutes ago**

After two weeks of negotiations, bribery and preparation, Vos Benedict is now traveling back to the village from Atlas to "reclaim" the possessions left by the villagers. He wasn't traveling back alone however; he has three full squads of the latest Alesian Knight-200 models and four soldiers he bribed to keep quiet when he is "reclaiming" the villager's possessions. He also made sure that no word or recording of what he is doing will be sent back to the Atlas Council.

' _Finally, after all that time of preparation and bribery, I'm finally returning to that accursed village. However, it will be all worth it as soon as I get there'_ Vos thought with a sinister grin, he has been looking over that village for years, it's only natural he reaps his deserved rewards. He was then interrupted from his musing by the ships intercom.

" **BZZZZT- Where arriving at location. ETA 5 minutes."** Vos grinned as the four soldiers prepared themselves.

When the bullhead landed, the group waited until the AK-200's was deployed and set up a perimeter defense, one of the soldiers placed a hand to his helmet.

"It's clear sir. No Grimm in sight." The soldier said as the bullhead's side doors opened. The four soldiers were the first to exit the vehicle while Vos soon followed out last, just in case anything happened. The bullhead left but the three Atlesian VTOL gunships stayed as air support in case any Grimm the group couldn't handle comes along, Vos then looks around the destroyed village.

' _Damn. The Grimm really tore this miserable village apart. Luckily some of the buildings seems intact.'_ Vos thought as he gave the order, "Alright spread out! I want every house searched for any valuables. If you come across something valuable, bring it to me so I can keep it for safe keeping."

The soldiers were about to give the order until something came out of an alleyway and into the middle of the dirt road in front of them. All the droids, four soldiers and the three VTOL's immediately trained their weapons on the unknown creature in front of them.

"What the hell is that thing?! Is it a Grimm?!" exclaimed the soldier to Vos's far left, Vos merely sneered recognizing the creature, "No. It's that abomination of a dog that belonged to that filthy Faunus Felix and his animal brat. Just shoot it and bring it back to those eggheads back in Atlas. I'm sure they'll have a wonderful time cutting it up," Vos said with a sneer as the soldiers started to give orders to the Atlesian Knights.

"Alright you heard the man, ready to fire on my mark in three. Two. On-"

"SKREEEIIIIIIIIIIIII!"

Before the soldiers and droids could fire their weapons, the creature shrieked and the ground around them exploded. From the very ground, creatures similar to the creature they were about to shoot burst out all around them, catching the group off guard. There were over a hundred of them and they started ripping apart the Atlesian Knights like they're made out of tissue. The Atlesian Knights and the soldiers started firing into the mass swarm of creatures as the group started panicking.

"WHAT THE HELL ARE THESE THINGS!?"

"THERE COMING FROM THE GROUND!?"

"FIRE! FOR THE LOVE OF GOD FIRE!"

"KILL THEM YOU WORTHLESS FOOLS! KILL THEM!" Yelled Vos in panic and fear as he brought out his pistol and shot a creature in the head. The Atlesian Knights were holding their position, but the creatures outnumbered them ten to one. One of the soldiers activated his comms.

"RAVEN LEADER! RAVEN LEADER! THIS IS SEGEANT HICKS! WE NEED IMMEDIATE AIR SUPPORT NOW!" Yelled the sergeant in an urgent tone.

" **We can't! The creatures are too close to you**! **We'll-"** The message was abruptly interrupted when an unknown projectile hits one of the VTOL's engines, causing it to explode. The VTOL started spiraling downwards.

" **AAAAARGH! WE'RE HIT! WE'RE HIT! AAAAAAAAAAAAAAAA-"** the comms abruptly cut off when the VTOL crashed into a building in a fiery explosion.

" **This is Yellow Jacket, we just lost Raven Leader! Calling back the bullhead for an immediate retrea-"** The remaining two VTOL's were then destroyed, one was shot down by multiple unknown explosive projectiles and crashed in a fiery explosion, while the other exploded in midair by the same projectiles. As the second VTOL's fiery remains crashed into the town hall, Vos and the four soldiers then saw them.

In the distance they saw multiple creatures, straight from the nightmares of men.

They were four meters tall their body mostly covered in a light brown colored carapace with maroon colored flesh underneath. they also have large elongated crown like heads with glowing red eyes, mouth filled with viciously sharp teeth and a pair of side mandible like jaws aligned with equally sharp teeth. It's large serpentine body has large spikes along it's spine all the way down to the ends of their tails, however, what caught their attention was the large, three prong scythe like bone claws attached to their strong looking arms.

One of the soldiers exclaimed "WHAT THE HELL ARE THOSE THIN-" the unfortunate soldier couldn't finish his sentence as his head jerked back when one of the unknown creatures fired something into his head. Upon closer look, the rest could see a sharp barbed spine with red gem-like veins pieced through the soldier's helmet and into his head, killing him instantly. Just as the body was about to fall, the red veins glowed and exploded along with his head, showering the remaining survivors in blood and gibbets.

The remaining soldiers and Vos didn't have enough time to scream as they were suddenly fired upon by the unknown creatures. The remaining Atlesian Knights were soon destroyed by mass volleys of explosive spines.

After what seemed to be an eternity, everything went quiet, no sounds of explosions or the sound of dying monsters or the breaking of machinery.

Vos then realized he was still alive and didn't feel any pain, as he opened his eyes he immediately wished he hadn't. Surrounding him were the same dog like creatures and just behind them were the unknown monsters. He immediately fell on his butt as he started back pedaling, however, he hit something. He turned and saw the soldiers that were beside him, died during the volley of spines. He gagged as he saw what was left of those soldiers, one was missing an arm and had a portion of his head blown off. Another soldier's entire torso was nothing but bloody paste and the last was the worst as the soldier has a large gaping hole where his stomach use to be and was twitching, barely alive.

What brought him out of his shock was when the crowd of monsters started to split in front of him revealing a lone creature. He recognized the creature as the pet of Felix and his daughter, Spike, due to the broken horn. Spike started to approach him with a hungry and vicious look that made Vos nearly piss his pants. Vos immediately point his pistol at Spike.

"G-GET AWAY FROM M-ME! G-GET AWAY!" He pulls the trigger.

BANG!

BANG!

BANG!

BANG!

BANG!

Click!

Click!

Click!

Due to Vos shaking in fear, he missed all five of his shots trying to hit the approaching creature. Spike in the other hand, kept approaching at a walking pace and made no visible response of the bullets firing and missing.

Spike is now at arm's length with the fat man as Vos continues to desperately pull the trigger of the now empty gun.

Spike then reared up.

"please… no…"

Then pounced, the screams of a dying man were all that was heard from the village.

* * *

 **Location: Main Hive Cluster**

It has been six hours since the battle at the village, Ceres collected some useful information from both the battle and the salvaged equipment. He also had the Zerg clean the remains of the group and destroyed droids.

From the battle, he experienced firsthand of what the military of Atlas was like, even if it was just a small contingent force. Ceres saw that the Atlas military seemed to mostly employ the Atlesian Knight robots as the standard infantry from the large ratio between the droids and the living soldiers of the group he recently slaughtered.

His hypothesis was confirmed by the working scrolls the Zerg collected from the corpses of the soldiers. With the new scrolls, he now has unlimited information about this world through the use of their web called the "Dust Net." After tinkering around with the scroll for a bit, he searched for any useful information about the four kingdoms of Remnant that he hadn't already known. Out of all the kingdoms, Atlas was the most dangerous in terms of military might due to the kingdoms advancement in technology. This is where he also found that the Atlas basic infantry and main fighting force was mostly comprised of remote controlled Atlesian Knights and only a relatively small number of actual living soldiers. Ceres immediately saw the major problem of this army, when an army is comprised mostly of remote controlled weapons, the weapons will remain loyal as long as they hold the trigger. The Atlas Military is a double edged blade, if their enemies gain control of their Atlesian Knights, then their army will fall, no doubt about it. In the Koprulu Sector, the other two races do use mechanical constructs within their own armies, however, unlike the Atlas military the Protoss have extremely sophisticated A.I and the Terrans armies are almost entirely comprised of living soldiers and vehicles of war. Compared to these two races, Atlas is far less technologically advanced compared to the Terrans and could only dream to be as advanced as the Protoss.

Ceres also researched about the Schnee Dust Company, the largest and most powerful mining corporation due to their main selling product, Dust. The company's main headquarters is situated in Atlas and is controlled by the Schnee family, who are infamous for their poor treatment of the Faunus working underneath them. It also says that both daughters of the head Schnee are pursuing different jobs within this worlds society, the eldest Winter Schnee is currently in active duty as a specialist within the Atlas military, while the youngest and also the heir of the Schnee family is currently training to be a huntress at Beacon Academy.

Ceres also looked into the major combat schools of each kingdom. The ones that caught his interest was the combat academies of Beacon and Atlas. Beacon Academy is led by the famous headmaster Ozpin, and the school was apparently one of the best in training the future generations of huntsmen and huntresses. Atlas Academy is led by the famous military general James Ironwood who overlooks both the school and the military, and thus combined them both. What intrigued him about this academy was that the other three combat schools separate themselves from their Kingdom's politics, however, Atlas combined both the military and the school into one, training huntsmen and huntresses as elite soldiers for their armies.

Ceres has seen an example of a fully trained huntsman from Felix and how aura boosts one's abilities to super human levels. He understood why the Council of Atlas decide to combine both the military and the school, the training and use of such elite warriors in any army can achieve many difficult missions and battles that a normal soldier can't hope to complete. However, Ceres knew that all huntsmen and huntresses are not the same in terms of skill and experience, he has yet to meet or observe any others besides Felix. For now, he has to see these warriors as a potential threat to his brood if a conflict with any of the kingdoms happens in the future.

As he was pondering over the new information that he received, his chamber door opened revealing Violet in her purple onesie and her two hunter killer guards behind her. Ceres then stood from his throne and approached Violet with a knowing gaze.

"What's wrong Violet? Can't sleep?" Violet nodded her head and replied in a quite tone "Yes. I can't sleep, can you tuck me in?"

Ceres smiled and carried Violet back to her personal chamber with the two hunter killers following behind them. When they arrived and entered her room, Ceres saw the various toys he had the Zerg collect for Violet on the ground and her clothes folded neatly beside her bed. As he was tucking Violet in her bed, a larva crawled into her arms, she then hugged the larva as if she was hugging a stuffed toy. Many in the Koprulu Sector find the Zerg larva visually unappealing, however, he did see many Terran worlds selling plush, cartoony toys of the various species of the Zerg.

As he was about to leave the chamber Violet grabbed his sleeve.

"Big brother, can you tell me more stories from your home," Violet asked with the infamous puppy dog stare. Ceres himself was not affected by this stare; he is a Zerg commander after all and is not susceptible to human emotions easily. However, he smiled and complied.

"Alright Violet, what story do you want to hear again? The story of James Raynor? The story of Sarah Kerrigan? Or the story of Tassadar?" Ceres asked as he sat at the foot of Violet's bed.

"Can you tell me the story of how you became part of the Zerg and how you know all those people?" Violet asked with an excited tone. A week ago Ceres explained to Violet where he and the Zerg came from and told her of the other two races and their heroes. He, however, didn't show her his memories for he was worried that it might give her even worst nightmares. Suffice to say Violet was intrigued about his universe and many times she begged for more stories about his home.

Ceres was a bit surprised from what she asked and thus hesitated whether or not to tell her his story. After a brief moment he looked back at Violet, making his decision.

"Alright Violet. I'll tell you my story, so get comfortable because it's a long story." Explained Ceres as Violet shifted in her bed to a more comfortable position.

When Violet confirmed that she was ready, Ceres then started.

"It all started many years ago…"

* * *

 **Location: Oka Village**

It had been a week since the conflict with the small Atlas contingent force led by Vos Benedict. Ceres's Zerg manage to clean the destroyed wreckage of the three VTOL ships and any evidence that the small Atlas force were in the village.

Now Ceres himself is currently walking through the streets of the village for the first time since discovering it. As he is walking through the village accompanied by a pair of hunter killers, he was overlooking the latest progress of his brood during the past weeks.

His brood has expanded even further, with two new hive clusters located on the "neck" and "belly" of the continent, mining new dust crystal caches that had been discovered at both areas.

The Leviathan was in its last stages of spawning and will soon be ready by one week, Ceres also recently started the creation of two more Leviathans.

He also managed to integrate the red dust crystal to the roaches after many trials, evolving them into a new Zerg unit he named, the ravager. The ravager looks similar to the roaches, however, they're larger with a bowel like body shape with spikes surrounding a large red dust crystal and has longer and lankier legs. This new unit is a long range artillery unit that fires large orbs of explosive fire at their enemies, however, they have less armor than the roaches in turn for more maneuverability across the battlefield. When this was integrated to the rest of the roaches within his brood, he spawned over five hundred ravagers for his first batch.

Ceres has also started spawning more Zerg units from the lower to higher tiers, now his numbers are little over a million in strength. With his army he started to cleanse the continent of the Grimm, however, he discovered that the Grimm can quickly replenish their numbers at a rate that rivals the Zerg surprisingly. Not only that, the Grimm are starting to learn how to counter the Zerg, the Grimm would ambush small Zerg patrols, the more powerful Grimm would attack the more powerful zerg units, and recently he observed how the Grimm would move in larger groups and started to invade his territory. However, even if the Grimm are starting to learn, Ceres predicted that it would take around a month to wipe out the Grimm from the continent.

In order to hide an army of this size, Ceres evolved the overseers, spore crawlers and hives to emit a psionic field that blocks all attempts of communication and scanning. The size of the psionic field varies as the overseers have the smallest, only three kilometers, while a hive can cover over a mile in diameter. Ceres made sure that this field didn't directly interfere with the communication between the two nearest kingdoms, Atlas and Vacuo.

As he was reviewing the latest changes of his brood, he was then suddenly interrupted when he sensed something quickly approaching the village. He quickly possessed a nearby overlord to see the intruder, it was the same transport ship from Atlas, however, this time there were no escorts just the single ship. Through the overlord, he can sense four energy signatures coming from the ship.

He knew who they are.

' _I knew this would happen. It seems that Atlas was notified of what has happened here and sent their huntsmen to investigate. This was inevitable conflict, however, I must know their true intentions before making my move.'_ Making his decision _,_ Ceres then ordered his two hunter killers and a contingent of zerglings, banelings and roaches to burrow underneath the village. He himself ducked to a nearby alley, sensing the transport ship arriving soon.

After a moment, he finally heard the unmistakable sound of the transport ship arriving, Ceres then peeked around the corner and saw the ship hovering over the village center. The transport ship than opened its side doors and four different figures jumped out of the ship and landed in the village center. As soon as these four figures landed the transport ship closed its doors and left.

After the ship left, he began inspecting the four figures using his psionics to scan their minds.

There are four humans, three males and one female, all young adults in terms of age and each wearing different styles of military uniforms and carrying different weapons. Each of these people are full fledge huntsmen and huntress with years of experience and each have their own unique semblance.

The first male is a specialist named Harley Griffon, he is 6'6", blonde hair, wearing a white military uniform and a white beret with the Atlas symbol in the front of it. His weapon is two silver mechanized pistols that transforms into two separate combat knives. His semblance is the ability called bullet time, where his mind slows his perception of time giving him the ability to shoot multiple targets in what seems to be a blur of motion.

The second male is a large man named Gordon Frost and also a specialist. He is the tallest of the group, standing at seven feet tall, black hair and wearing a dark grey tank top, white and grey cameo cargo pants with black combat boots. His weapon is a large tactical breaching hammer with a red dust crystal in the middle of the head of the hammer. His semblance is the ability to amplify the force of his attacks, a real hard hitter of their group.

The last male of the group is a specialist named Frank Jefferson. He is 6'5", brown hair, wearing a black ski mask showing only his eyes, a black armor vest over a black and white camo jacket, with matching cargo pants and black combat boots. His weapon is an anti-material rifle with a grappling hook attachment, his semblance is the ability to turn invisible.

The only female of the group caught his attention, her name is Winter Schnee, the eldest daughter of the infamous Schnee family. She is 6'5", white hair tied in a bun with the exception of her bangs, she is wearing an elegant military uniform colored in white and grey with grey high heel boots. Her weapon of choice is an elegant sword with a hidden detachable short sword, her semblance is the ability to create different glyphs. Each of her glyphs have different abilities that assists her in combat making her a dangerous foe to fight against.

After scanning their abilities, he started to read their minds for their reason for coming to his village. Overall the group were sent by Atlas general James Ironwood to find and apprehend Vos Benedict for illegally acquiring Atlas military property without the legal permission of the council. From his hiding spot he could hear the group conversing.

"Alright spread out! His last known destination was towards this village, so either he is still in this village! Be on your guard he might have set up an ambush!" Ordered Winter as each of the three men gave different confirmation to her order.

Frank gave a nod and grappled to the top of the destroyed town hall and turned invisible, providing over watch.

Harley also nodded and pulled out both his pistols and proceeded towards one of the abandoned buildings.

Gordon gave a small salute and also proceeded towards the nearest building.

Winter herself started walking down the main dirt road where Ceres was hiding. Luckily, Ceres jumped to the roof of the building he was hiding behind without alerting both Winter and the sniper Frank. On the roof Ceres observed the entire group through his psionics, he then pondered on what to do next.

' _What do I do with this group? Their mission is to find a dead man, however, they don't know that. I can't simply ask them to leave, they will be suspicious of me being in an abandoned village and will probably try to take me in for questioning. But this is the perfect opportunity to test the fighting capability of this planet's elites_.' With his mind made up, he waited until Winter passed by the building he was hiding on before jumping down a good distance behind her.

Winter heard something landing behind her and immediately spun around with her sword pointed towards the cause. What she saw surprised her, she saw an adolescent teen around the same age as her younger sister Weiss, he's around six feet tall, black hair and orange eyes. The teen was wearing a black turtle neck sweater underneath an unbuttoned lab coat, has black dress pants and black combat boots.

After quickly looking over the teens appearance, she quickly schooled her features into a hard stare towards him, Ceres merely smiled and raised his hands in surrender. After a brief moment, the two other men searching the buildings arrived and trained their weapons on Ceres, no doubt alerted by the sniper. Tension was thick in the air as no one made any move towards one another. Winter broke the brief silence and tension.

"Who are you and what are you doing in this village." Winter demanded.

"I'm just a simple man who use to live in this village, now can we put the weapons down and talk like civilized people?" Ceres calmly asked, however, none in the group complied to his request.

"Don't lie to us. The only survivors of this village arrived at Atlas a month ago, now I'll ask only once. Who. Are. You." Winter demanded in a tone that promised pain. Ceres continued his calm smile

"Like I said, I'm just a simple man." Winter eyebrow twitched in annoyance.

"Fine… Gordon apprehend this teen, we'll bring him in for interrogation after we're done here," Ordered Winter as Gorden placed his hammer on his shoulder and walked towards Ceres with a pair of handcuffs.

"Alright little man. You know the deal, place your hands behind your back and-" He was abruptly interrupted when Ceres spun in the air and kicked the right side of Gordon's head, this sent Gordon crashing into a building to his left. As soon Ceres landed he was immediately attacked by Winter and Harley.

Winter dashed towards Ceres and attempted to stab him multiple times in the head, while at the same time Harley trying to shoot his limbs. But Ceres dodged all attempts made by both Winter and Harley with ease.

Seeing that their attempts aren't working, Winter went for a horizontal slash followed by a quick vertical slash, however, Ceres in turn jumped backwards dodging both Winter's attack and the attack coming from Harley. When Ceres landed he immediately side stepped Winters charge as she used a white glyph to propel herself forward towards Ceres's position.

Harley tried to shoot the unknown teen as he was fighting Winter, however, this teen was moving in a way that he was dodging both Winter's attacks and his own with relative ease, as if the unknown teen can predict their next moves. He wasn't wrong, Ceres's fighting style uses both his natural fighting instincts that was honed over many years of battle, and his ability to freely read their thoughts, however, the group doesn't know this.

Winter made many attempts to eviscerate the young man in front of her, however, he was dodging all of her attacks. This greatly annoyed Winter as she decided to disengage for a moment only to summon a large flock of Nevermores to attack her assailant.

Ceres saw Winter create another new glyph that summoned a flock of small white Nevermores to attack him. However, as the flock was swarming him something hit him with a great force, sending him into a building. Gordon finally regaining his baring's, charged at the teen and hit him with the full force of his hammer, sending him crashing into a nearby building.

"That's what you get for hitting me, little man!" stated Gordon as he spat blood to the side, however, the teen he just hit emerged from the wreckage without a single scratch.

"I got to say. You hit pretty hard. However, I felt worse. Now let me show you true strength," Ceres said as he beckoned the large man forward. Gordon, seeing this as a challenge, charged the teen and brought his hammer down from an overhead strike.

What happened next greatly shocked to all those who were watching.

Ceres caught the hammer.

The force of the attack created a crater beneath them but Ceres didn't move an inch or showed any sign of pain or discomfort. Gordon was greatly shocked, this unknown teen not only caught his hammer, but also survived the force of the attack, the amount of force he put into the swing was enough to demolish a Deathstalker into paste.

What he didn't know is Ceres's bones is extremely durable, able to survive a stampede of ultralisks and have enough strength to stop an ultralisk stomp.

Gordon tried to pry his hammer away from the teen, however, it wouldn't budge from his grip. It wasn't until the teen wrested it from his hands and with little effort snapped the hammer head piece off, making the weapon useless.

Gordon was brought out of his shock when Ceres punched him in the stomach, hard. This caused Gordon to vomit both blood and what was ever was left within his stomach. Ceres was about to punch him in the head until he had to dodge Winters charge once again and the shots fired from Harley.

Winter was now more cautious of the teen in front of her _'he mange to stop a powerful blow and incapacitated a veteran huntsman with one punch. Who is this teen?'_ She didn't have time to ponder as the teen was on the attack.

Ceres, with great speed, dashed around Winter and Gordon towards Harley. Harley was caught off guard by his speed and started backpedaling, at the same time transforming his pistols into combat knives and dodging Ceres's attacks with every ounce of his training. However, even then he suffered a few hard blows to his shoulder, ribs and chest, if it wasn't for his aura then he would've been severely injured, which begs the question, how strong is this teen?

Winter then interfered the fight and started to take the brunt of Ceres's attacks from Harley. Ceres started to attack Winter, testing her skills, and he wasn't disappointed, while Harley is not adept in close combat, Winter on the other hand is faring better. She was blocking and countering many of his attacks, however, he saw that she was quickly wearing down due to the force behind his attacks.

Winter was barely keeping up with the teens attacks, every time she blocks an attack, the force behind his punches rattles her very core and every time she counters the teen merely dodges and exploits the new opening. She soon saw Harley in position, thus disengaged and activated a black glyph underneath Ceres while Harley charged his semblance emitting a glow of blue aura. Ceres tried to move but realized he couldn't due to the black glyph underneath him, he was soon hit with multiple shots from Harley. Harley was a blur of motion as he was firing his pistols in rapid succession at Ceres. When he stopped, Ceres was still standing, riddled with bleeding bullet holes all over his body, Ceres then looked towards Harley then Winter.

"Well I think that was-"

BANG!

Ceres was interrupted when Frank shot him in the head, blowing out the back of his head as his body fell to the ground. During all this time Frank tried to find the perfect shot, however, with Ceres jumping all over the place, he couldn't find the perfect time to shoot, until now.

Winter, Harley and Gordon are now exhausted, auras are in the red and are now made a sudden realization.

' _He didn't have aura.'_ Was the collective thought of the entire group, as they saw the now dead, bleeding body of the teen. Winter simply brought a hand towards her ear.

"Good shot Frank, and it's okay, we didn't know the teen didn't have his aura unlocked." Stated Winter in an exhausted tone.

" **Don't worry Winter, he attacked us first so it wasn't entirely our fault. But it does seem scary that he fought and almost beaten you guys without aura."** Replied Frank, this sent a chill down Winter's spine. She sighed.

"Let's head back to Atlas for now, we're in no condition to continue the mission, I'll take full responsibility for our failure."

" **Yes ma'am, I'll make sure to call the bull… WHAT THE FU-SKREEEEIIIIIIIIIIII! BBZZZZZZZZT"** The communications to Frank was suddenly cut out when what sounded like an unknown creature attacked him. Winter's eyes went wide and started to panic.

"Frank! Frank Jefferson what happened! ANSWER ME!" Nothing.

"Frank's compromised! We must quickly reach his position!" Winter stated in urgency, however, the two men in front of her froze in their spots with shocked and fearful expressions, looking behind her. Winter was confused and thus turned around, what she saw sent fear through her like never before.

It was Ceres, fully healed from all his injuries, standing right before them, however, this time he has his hands behind his back and a serious expression on his face.

Ceres then said "Well that wasn't nice of your friend. Luckily I won't need to worry about him anymore." Winter and the two men behind her were brought out of their shock. Winter then glared at Ceres, pointing her sword towards him.

"What did you do to him!" Ceres smiled as his eyes started to glow orange "Don't worry, he's fine. But now I need to put you all to sleep."

Winter was confused until the very earth exploded around them, and creatures that she never seen before burst out. Before she could react she something exploded behind her and her men.

Winter's world soon enveloped into darkness.

* * *

Winter opened her eyes, she was laying on a hospital bed wearing a hospital gown. She tried to sit up but immediately flinched from the pain emanating from her back. She soon gave up in all attempts to sit and lay back onto her bed. As she scanned the room and she sees a pot of flowers with a letter, she soon found out it was from her father.

As she was reading the letter a nurse entered her room.

"Oh miss Schnee! You're awake! I need to inform the general be right back!" stated the nurse as she left. After a few minutes the nurse returned with someone else.

It was General Ironwood. Winter, recognizing the general, tried to sit straight to salute but stopped when her back flared in pain.

"At ease Winter. No need to over exert yourself, you need the rest." Stated the general as Winter relaxed herself back into her bed. Winter then asked "Sir what happened to me and the men assigned to me?"

"You and your men were found unconscious and wounded in the village, it's been three days since, don't worry none of the men are in critical condition, just a few broken bones, cuts and extreme case of aura exhaustion. Now what happened in that village Winter?" asked the general in an inquisitive tone, Winter adopted a look of pure confusion as she brought a hand to her head.

"Sir… I'm sorry but… I don't remember anything that has happened after we left the bullhead." Winter answered as Ironwood gave a hard stare.

"I see… Are you sure you don't remember anything?" Winter answered with a solemn nod. Ironwood sighed and proceeded towards the exit.

"Get some rest. You will need it. If you remember anything, then report it to me immediately." Ironwood was about to leave until Winter stopped him. "SIR! I do remember something; I don't know where I heard it but I think the person responsible told me this."

The general immediately turned back towards Winter "What did they say?!"

Winter looked towards the general and said

"Leave me alone."

 **AN:**

 **Another chapter done. This one is also another hard one to write, had to stay up late to finish this just for you guys.**

 **Now once again if you have any questions or suggestions for me (NO SPOILER QUESTIONS ABOUT FUTURE CHAPTERS) don't hesitate to ask. Now to answer some questions that some of you might have.**

 **Why didn't Violet get infested? Because that is too predictable and cliché in my taste, plus it will also seem like a copy from VexMasters story, and I promised only to do one somewhat copy from him. If you're wondering if she might get infested later on, maybe or maybe not, we'll see when we get there. For now, she is adopted by the Zerg not infested.**

 **For those who are wondering when the Zerg is going to meet the main RWBY cast, don't worry. Soon.**

 **For those who are worried that I'm going to pull the plug on this fic. Don't worry, I know your worries very well, I read my fair share of great fanfics that were cancelled and I promise you that I won't abandon this fic any time soon.**

 **Thank you for your friendly support, leave a review or comment about this chapter. And I will see you in the next chapter.**


	7. Chapter 4: Invitation

**AN:**

 **Hello everyone, MrOreoMan back with another chapter.**

 **Once again thank you for all your support, ideas and reviews on my story so far.**

 **Through out this entire story many of you have asked when the Zerg meet the RWBY crew. Suspect them to meet soon.**

 **Just a note, I do review my work, but when it transfers to the Fanfiction website something happens and it automatically combines three words into one.**

 **Now onto the story.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 4: Invitation**

 **Location: Zerg main Hive cluster**

It has been one month since fighting and subduing the Atlas Specialists that were sent to the village, since then it has been a productive month for Ceres.

When he knocked out the group, he used his psionics to connect their minds to his at an unnoticeable level, meaning that whatever information they receive is immediately transmitted to him. In order to conceal the fact that they're his spies and not raise any suspicion he decided not to make them into complete thralls of the Zerg.

Ceres spared their lives for two reasons. The first is to create sleeper agents among the Atlas military elites, and the second is to send a message.

Ceres wiped their memories of the conflict and implemented a message for them to report to their direct superior, General James Ironwood. The message was to merely test Ironwood's resolve as a commander and how he will react.

Is he prideful or humble of his military power?

Will he seek revenge or redemption for his subordinates?

And most importantly, will he react with wise caution or show of force?

A week after the incident, Ceres received his answer.

The general in response sent another group of four hunters with a new mission. To find and apprehend the unknown assailant that attacked the previous group.

When the group landed in the village, Ceres, instead of fighting them himself, sent in a small contingent of Zerg to face them. He wanted to test how a group of full-fledged hunters can hold against the various creatures of the Swarm, he wasn't disappointed.

The groups initial reaction of the various Zerg was predictable, fear and confusion. However, they quickly resolved themselves and fought against the Zerg. Overall the group killed twenty Zerglings, two Hydralisks and even the single Roach that was sent against them. However, ultimately the group was overpowered by the four Hunter Killers that he sent in afterwards. From this conflict he deduced that huntsmen and huntresses, depending on their training and experience, can handle the first and some of the second tier Zerg units until they're overwhelmed or face the more elite Zerg.

Just like the previous group, he created sleeper agents, wiped their memories of the event, and implemented the exact same message for them to report to Ironwood in order to see how he reacts to this situation.

Two weeks later, Ironwood sent a large contingent force consisting of a full team of huntsmen, forty Atlesian Knights-200, and five Atlesian VTOL gunships in order to apprehend the unknown assailant. Ironwood also sent in two of his latest weapon prototypes, the Atlesian Paladin-290, large walkers similar to that of the Terran Thor, However, it was half the size, less durable and far more agile than the lumbering Thor.

This showed Ceres that Ironwood seemed to be rash with his decisions and prefer to use overwhelming force to intimidate and annihilate any of his opposition no matter how small. This also showed how the general flaunts his pride of his military power and believe nothing on Remnant can oppose the Atlas Military.

Ceres crushed their pride.

* * *

 ***Flashback***

 **Location: Bullhead, 20 minutes from Oka Village**

Specialist Riley Horner is currently standing in an Atlas bullhead with his team, escorted by five Atlesian VTOL gunships.

He has blond hair, wearing an Atlas military uniform with a tactical vest, and weapon of choice is his father's 12-gauge shotgun, no transformation just a shotgun.

Their destination was a village that was destroyed over two months ago by the Grimm with a mission assigned by General Ironwood himself.

Their mission is to apprehend an unknown criminal hiding somewhere in the village.

Normally, Riley questioned the general of the necessity of sending such a large force to find and apprehend one man.

The general replied "The reason for such a force is because I sent two full teams of elite specialists to that village one after another, Winter Schnee being one of them. Whoever was there not only subdued these teams, but he also wiped their memories of the event and left a message. Whoever this criminal is, he is dangerous and must be brought to justice. You have your orders."

This unnerved Riley and placed Ironwood's decision into question. They have no intel of the target or even if he was alone. For all they know they might be walking into a death trap. After pondering he looked towards his team.

Cole Gale, a brown haired man wearing an Atlas combat armor, weapon of choice is a spear that doubles as rifle.

Francis Frasier, a white haired man wearing snow combat gear, weapon of choice is a LMG with a grenade launcher that fires special cyro grenades.

Lastly was a large bald man named Crimson Frost wearing heavy fire proof combat armor. weapon of choice is a chainsaw that doubles as a flamethrower.

As he inspected his assigned team, Cole broke the silence, "So anyone know who we're supposed to apprehend?"

"No. We have no intel of this man, just that he defeated two teams of elite Huntsmen and Huntresses and have the ability to wipe out memories of his choice," answered Riley as the other two men began pondering.

"What if it's the White Fang?" Asked Francis, however, Riley shook his head.

"Winter Schnee was one of the Huntresses sent to the village. If it was truly the White Fang, then she wouldn't be alive." Replied Riley as the others nodded in agreement, the White Fang wouldn't spare any humans, especially a Schnee.

"Well we just have to get there and find this person," Crimson stated just as the overhead comms activated.

" **BZZZT- Arriving at the village. ETA 5 minutes."** In response, the team prepared themselves.

Five minutes later the bullhead stopped and opened its side doors, the team simply jumped out of the bullhead and landed in the village center. As they landed, the five VTOL's opened their back hatches and the AK-200's landed all over the small village. Two of the VTOL's carrying the latest Atlas weapon, the Atlesian Paladin, dropped the great walkers and their pilots beside the team.

As the bullhead left, Riley started issuing orders. "Alright! Spread out! Find this criminal and apprehend him! Lethal force is allowed, just bring this criminal back to Atlas alive for interrogation! MOVE OUT!" Just as his team and contingent of droids were about to move out, the earth exploded around them.

Creatures of nightmares surrounded the team, the Atlesian knights and Paladins. Hundreds of dog-like creatures started to attack the Atlesian Knights and the group, groups of serpentine like monstrosities started firing explosive spines at the VTOL's, shooting two down while the other three tried to dodge. Finally, groups of large beetles appeared from the ground around the Paladins and started to spew corrosive acid, destroying one paladin in the process.

Riley and his group desperately fought back against the endless swarm of creatures.

"WHAT ARE THESE THINGS!"

"I DON'T KNOW JUST KILL THEM!"

"MY GRENADES ARE USELESS AGAINST THEM!"

"ALL UNITS FALL BACK TO THE VILLAGE CENTER!" Yelled Riley as he and his team started to attack the beetles. However, the beetles' carapace seems to be invulnerable to their weapons, even Crimson's chainsaw failed to cut through the thick carapace. It was only by the weapons of the last remaining Paladin that they were able to kill any of these beetles. However, to his horror, he saw that any beetles that were horribly injured quickly burrowed underground and after a brief moment, emerge from the ground with all of its wounds healed.

The remaining Atlesian Knights manage to gather at the village center, and with the support of both the remaining Knights, Paladin and VTOL's, the group started to slowly push back against the tide of monsters. The Atlesian Knights would hold off the dog creatures, Riley's group would distract and draw fire from the beetles and serpentine monstrosities from the Paladin and VTOL's, while said vehicles would deal with said monstrosities.

However, Riley knew they couldn't last much longer and thus hastily went to his scroll as he shot a dog creature with his shotgun.

"TRANSPORT ONE! TRANSPORT ONE! WE NEED IMMEDIATE EXTRACTION! WE"RE SURROUNDED AND HOLDING OUT AS LONG AS WE CAN BUT WE NEED IMMEDIATE EXTRACTION!"

" **This is Transport One we're on our way post haste. ETA ten minutes, hold out till then,"** replied the pilot.

"WE DON'T HAVE FUCKING TEN MINUTE! GET YOUR ASS HERE OUR WE'RE-" Riley was then abruptly interrupted by a fiery explosion.

From a distance, Riley and his group saw groups of new creatures. These creatures are larger versions of the beetles with a large red crystal on their bodies firing orbs of explosive fire at his group.

The remaining Atlesian Knights are being decimated by the explosive artillery and the team had to constantly dodge the incoming fire, this gave the serpentine creatures enough time to shoot down the remaining VTOL's.

Soon it was just Riley, his team and a heavily damaged Paladin. The various creatures for some reason, halted their attack and started to surround the group, cutting off any possible escape routes. The team prepared to fight to the very last.

However, they never got the chance.

Right in the middle of the group, Riley saw a four legged green bulbous creature, burst from the ground.

"What the he-" Before he could finish, the creature exploded in a massive shower of green acid and blowing back the entire team. The paladin took the brunt of the acid and was soon damaged beyond repair.

Riley's vision was hazy, his ears ringing from the explosion, but he vaguely saw a human figure casually approach him and his downed team.

He couldn't do anything as he faded into unconsciousness.

* * *

 ***Flashback end***

Thanks to his sleeper agents, Ceres knew of Ironwood's plans to return to the village with a larger force and thus prepared an ambush.

Once the entirety of the Atlas force was destroyed, Ceres had the Zerg to collect all the survivors to the village center, including the Paladin and VTOL pilots he purposely spared. He once again wiped their memories of the conflict and made them his sleeper agents. However, when he implemented the same message to Ironwood, he added a new part to the message that turned it from a simple warning to a direct threat to the next group that Ironwood sends to the village.

For a week after the conflict, thanks to his new spies, Ceres has been keeping tabs on Ironwood and saw how he reacted to both the latest failure of his forces and to Ceres's new message. Suffice to say he was furious but was also concerned for the lives of his soldiers due to the latest message, thus decided to halt any missions going to the continent.

However, this was a massive blow to Ironwood's pride in his army and his ability as a commander. Instead the general and the Atlas Military were ordered by the Atlas Council to focus their resources and time on sending their army to the kingdom of Vale before the Vytal Festival. Unfortunately, none of the elite huntsmen or huntresses that were his spies will be accompanying him to Vale due to half of them still caring for their injuries.

Ceres knew about the Vytal Festival, a time of celebration that happens every two years held in a different kingdom every time. This festival is to celebrate the peace and prosperity between all four kingdoms since the Great War with parades, dances and the main attraction, the fighting tournament. This tournament is held in a large floating colosseum called the Amity Colosseum, where Huntsmen and Huntresses in training from all ages gather and fight in tournament style duels. Overall the Vytal Festival reminded Ceres of how the Terrans old home world of Earth would hold an ancient sport game called the Olympic games every four years in their different countries.

During the month of conflict between Atlas's forces and the Zerg, Ceres, with his newly completed Leviathan, spawned an air force that dwarfs the Atlas Fleet in both size and fire power. By the end of the month, Ceres spawned a Zerg fleet of ten thousand Scourges, five thousand Mutalisks, one thousand Corruptors, five hundred Brood Lords, three hundred Vipers and three Leviathans in the space around Remnant. He kept this massive fleet in outer space and had the new Zerg fleet to create a Hive cluster on the broken moon to act as the fleets' spawning platform.

He also created four new Hive clusters located around the 'body' of the continent, since his crusade against the Grimm started to bear fruit.

Ceres also saw the need for a second in command for his growing brood, thus he spawned a Broodmother in a matter of three days. He named the new Broodmother, Galash, with the prime directive as a caretaker for his brood, he also informed Galash about the planet of Remnant and its inhabitants. After being informed about the world of Remnant, Galash obediently accepted her role and immediately set about her work.

Broodmothers also have the ability to change and integrate new traits to the Swarm's DNA, thus with Galash's assistance Ceres can now integrate and evolve new traits and strains for his brood at a greater efficiency.

A week ago, Ceres introduced Violet to the new Broodmother, which made for an interesting meeting.

* * *

 ***Flashback***

 **Location: Main Hive cluster**

Violet was playing tag with Spike and the two Hunter Killers she named Red and Blue, due to the respective colored bows they're wearing. She is currently riding Spike and chasing Blue who was currently running from them.

"Go Spike! We must catch Blue! He hasn't been IT yet!" Exclaimed Violet as Spike shrieked in response. Spike then leaped towards the fleeing Hunter Killer, and during mid leap Violet jumped from Spike's back and landed on Blue's head.

Then from her spot, she looked into Blue's eyes, "Got you! You're IT now!" She stated as she quickly jumped down from Blue's face and started running, laughing.

She saw behind her that Blue was chasing her, normally when anyone is chased by a Hunter Killer they would start praying to whatever gods they believe in to give them faster legs. However, in Violet's case she was greatly enjoying herself.

Unfortunately for her, her running came to an abrupt stop when she accidentally bumped into Ceres and fell backwards.

"OOF! Owie!" Violet then saw Ceres "OH! Big brother I'm sorry for running into you!" She apologized as Ceres helped her to her feet.

"That's okay Violet. I actually came to see you for something." Ceres said as Violet gave him a curious look. "What do you need me for big brother?" Violet asked with a curious tone.

Ceres then replied "I want you to meet someone, she will be taking care of you in case if I'm ever away, do you understand?" Violet simply nodded her head in response.

Ceres then looked towards the main Hive

" **Broodmother Galash I need you here."**

" **As you wish. My master."**

After a brief moment Broodmother Galash emerged from the main Hive in all her glory and proceeded to approach both Ceres and Violet.

Violet shuffled behind Ceres shy of meeting the new Broodmother, however, Ceres urged her in front of him. Galash arrived and stopped in front of Ceres and Violet, giving Ceres a regal bow.

" **My master. What do you need of me?"** The Broodmother asked as Ceres placed his hands on Violet's shoulders. "Broodmother Galash. This is the child I wanted you to meet, and Violet meet your new family member, Galash she's going to be taking care of you when I'm not around." Explained Ceres.

Violet then shyly approached the Broodmother as the Broodmother in turn switched her attention on Violet.

When Violet was a good distance away from the large Broodmother, she shyly looked up towards her.

"H-H-Hello."

" **Hello little one."** Galash in turn responded.

Violet jumped in response and looked around, she never experienced a telepathic communication till a moment, Violet realized it was the Broodmother communicating with her. Galash continued.

" **My master told me much about you and how you came to be adopted in the Swarm. Don't worry little one, you will never be alone and scared ever again."** Violet then looked towards the Broodmother and gave her a bright smile.

Ceres, beforehand, explained the situation surrounding Violet and gave Galash strict orders to look after her well being and at the same time mother the child as if she was one of the Zerg. Galash accepted her new role willingly.

Violet then approached the Broodmother excitedly and grabbed her two fingered hand.

"Do you want to play with me?" Asked Violet, giving Galash a puppy dog stare. The Broodmother looked towards Ceres, confused of what to do. Ceres simply nodded his head and gestured towards Violet. The Broodmother then looked back down towards the little girl.

" **Alright. I'll join you in your game."** Replied Galash as Violet squealed with joy.

"OK! Come and play tag with me, Spike, Red and Blue! Blue is IT by the way and sometimes he cheats!" Exclaimed Violet in an excited tone as she started to drag the massive Broodmother away.

Ceres simply chuckled and went on about his business.

* * *

 ***Flashback End***

For the rest of the month, Broodmother Galash made a maternal bond with Violet and takes care of her as if she was one of her own. Ceres also ordered Galash to start teaching Violet basic Terran education fit for children her age. Soon Violet started calling Galash 'mommy,' this greatly surprised Galash at first but she accepted the new title whole heartily.

Broodmothers in general have a maternal instinct towards their own broods, taking care of their broods and treating them as if there were their own children. However, unlike many of the Zerg units, the Broodmothers are the very few Zerg species with full sentience within the endless Swarm. And like all sentient species, not all Broodmothers have the same personality, even with the same goals and purpose of existence. Galash, for example, is more 'motherly' towards his brood and anyone he taken under his charge, thus explains the unusual kindness towards Violet. However, this doesn't make her any less dangerous, in fact her high maternal instinct makes her far more dangerous. She will ruthlessly rip apart her enemies and their families without an ounce of mercy or regret, all to protect her brood.

Now Ceres is currently walking through the ravaged village, he generally like to take walks to ponder over the events that has happened since his arrival to this planet.

As he is currently observing Broodmother Galash teaching Violet how to read, he was immediately alerted of incoming intruders by an Overseer. Ceres immediately possessed the Overseer to assess the situation, what he saw was a massive military air fleet comprised of one large airship and hundreds of VTOL's providing escort. The entire fleet halted just outside the coast of the continent near the village.

Ceres recognized this fleet and immediately contacted Galash.

" **Galash. Prepare to defend the Hive and take Violet somewhere safe. Our friends from the Atlas Military are back and didn't heed my last warning, however, there current course is towards this village."** Ceres ordered as he was preparing the Zergfleet in orbit and the Zerg units within the village.

" **As you ordered, my Master. Show these intruders the might of the Swarm."** Replied Galash as the telepathic communication was cut. Ceres prepared a massive force of ten thousand Zerglings, one thousand Hydralisks and Roaches, and ten Ultralisks and Hunter Killers surrounding the small village, all burrowed. He also has one thousand Mutalisks, a hundred Corruptors, and twenty Brood Lords in high orbit on standby.

Ceres knows that this massive contingent force was sent by Ironwood, because it came from Vale, his last known location. He is also probably leading this army personally, wanting to see the very person that greatly hurt his pride as a general.

Ceres is now currently waiting in the village center, waiting for the fleet to come so he can greet them. Personally.

However, the large force held their position, showing no signs of advancing or retreating.

After thirty minutes of waiting, Ceres saw through the eyes of an Overseer, a single bullhead making its way to the village. Ceres deduced it was a scouting party, however, when he used his psionics to scan the transport ship, all notions of a scouting party was gone.

What Ceres sensed in the bullhead was a single aura signature of a Huntsman, however, this aura signature was far more powerful than any of the Specialists that he faced in the past. Whoever this Huntsman is, they're not to be underestimated.

As the bullhead drew near, he ordered the ten Hunter Killers to move underneath the village, ready to attack the unknown Huntsman.

After ten minutes of waiting the bullhead finally arrived and landed a good twenty feet in front of him. When the side doors opened Ceres finally get to see the unknown Huntsman.

It was a human man standing at 6'6" tall with tousled grey hair with thin brown eyes. He has light skin color and sharp facial features. He is currently wearing a pair of shaded glass spectacles and a dark green scarf with a small, purple, cross shaped emblem. He is also wearing and unzipped black suit over a buttoned vest with a green undershirt and black pants with black trouser shoes. This man is also holding a black cane with a trigger mechanism on the handle.

Ceres recognized this man and immediately scanned his thoughts.

' _He's calm and just wants to talk, I don't sense any ill intentions from him even if he doesn't know whether I'm alone or not. However, I can tell his body is tense, ready for a conflict, and cautious of his surroundings. As expected of one of the most powerful and influential Huntsman on this planet.'_ Ceres thought as the same man approached Ceres.

The man stopped around ten feet in front of Ceres, cane in front of him.

"Hello. My name is Professor Ozpin. And I'm assuming that you are the person responsible for the mishap that has happened during the past month with the Atlas Military."

* * *

 **Location: Beacon Academy, seven hours ago**

Ozpin likes to be humble when it comes to wielding power. He believes that with wielding great power comes with it, a greater responsibility, especially in this time of peace and prosperity between all the four kingdoms.

However, what he's seeing outside his office window is quite the opposite.

He is currently observing three Atlas airships, each parked separately on Beacons three landing platforms, and their fighter escort flying around his academy.

His longtime friend, James Ironwood, brought his army to Vale for the Vital Festival to show and advertise the latest improvements of his military. Both the Vale and Atlas Council thought this was a good idea to increase the moral of the people of Vale by giving them the impression of relative safety from any forces that come to disturb the peace.

However, Ozpin saw this differently, he saw this army as, not a symbol of peace and safety, but a symbol of an impending conflict. He is afraid that this army will cause a large amount of unease among the citizens of Vale. However, no matter how much he voiced his objection the Vale Council ignored his warnings.

Now he stands here watching from his office window at the top tower of Beacon.

"Ironwood certainly loves bringing his work wherever he travels." Growled Glynda Goodwitch, a blonde haired Huntress and the designated combat teacher of Beacon Academy.

Unlike Ozpin, who is more calm, wise, and forgiving. Glynda Goodwitch is serious, no nonsense, and by the book. She is also one of the most skilled and loyal Huntresses that Ozpin have the pleasure to work with, however, her personality intimidates and drives away most people that meets her, especially the men.

Due to her personality she gained an infamous reputation and a secret nickname among the students and fellow Huntsmen and Huntresses, 'The Bitch Witch of Beacon.' However, for obvious reasons no one calls her that in person, unless they incur her wrath.

Ozpin replied "Well… Running an academy and a military makes him a busy man. But yes, those are bit of an eyesore."

Opzin believes that James's heart is in the right place, he prioritizes the safety of the innocent above all else. However, his methods are usually excessive and rash, more likely to do more harm than good.

Beep! Beep! Beep! Beep!

Speaking of James, Ozpin and Glynda turns towards the elevator door.

"Come in!" Ozpin states, after a second James Ironwood walks into the room.

"Ozpin!"

"Hello general."

"Please. Drop the formalities. Heh, heh, it's been too long." Ironwood greeted as he and Ozpin shook hands, Glynda approach both men as Ironwood noticed her.

"And Glynda! It has certainly been too long since we last met." Said Ironwood in a happy tone. However, Glynda was not in the mood.

"Oh James… I'll be outside." Glynda said in a sarcastic tone to Ironwood and a not so silent whisper to Ozpin. As she left the office Ironwood turned back to Ozpin.

"Well she hasn't changed a bit." States Ironwood as Ozpin turned towards his desk.

"So… What in the world has brought you way down from Atlas? Headmasters don't typically travel with their students for the Vytal Festival?" Ozpin asked as he poured a mug of coffee and handed the cup to Ironwood. Ironwood took the mug and took out a small flask of alcohol and poured it into the coffee.

"Well you know how much I love Vale this time of year. Besides, with you hosting, I thought this might be a good opportunity to, catch up." Ironwood explained as Ozpin sat in his chair.

"I can certainly appreciate quality time between friends. However, the small fleet outside my window has me somewhat concerned." Stated Ozpin.

"Well… Concern is what brought them here." Ironwood explained in a hesitant tone.

"I understand that travel between kingdoms has becoming increasingly difficult-" Ozpin tried to explain but was cut off by Ironwood.

"Oz. You and I both know why I brought those men." Ironwood states in a serious tone. Ozpin sighed "We're in a time of peace. Shows of power like this… Just going to give off the wrong impression." Ozpin explained.

"But if Qrow said is true-"

"Then if Qrow said is true then we will handle it tactfully. It's the Vital Festival. A time to celebrate unity and peace. So I suggest you not scare the people by transporting hundreds of soldiers halfway across the continent." Ozpin explains, however, Ironwood became slightly frustrated.

"I'm just being cautious." He said in slight frustration.

"As am I. Which is why we will continue to train the best Huntsmen and Huntresses we can." Said Ozpin.

"Believe me. I am… But ask yourself this. Do you honestly believe your children, can win a war?" Asked Ironwood in a serious tone. Ozpin in turn gave Ironwood a serious stare.

"I hope they never have to. But this isn't the only reason you're here, isn't it?" Ozpin asked with a suspicious tone.

The general sighed "Yes Oz there is another reason for my being here. I need your help." Ozpin rose an eyebrow and asked "And what is it that you need my assistance in?"

Ironwood placed his scroll onto Ozpin's desk, then soon after a holographic screen on said desk appeared in front of Ozpin showing a rather overweight man.

"This man was named Vos Benedict from the Benedict Family. He was in charge of overlooking supply shipments from Atlas to a small village called Oka Village, located in the west continent. However, the village was overrun by Grimm and was destroyed with the only survivors including Vos and his son, arriving to Atlas by Bullheads hours later."

Ironwood then showed another report, this time of an Atlas Military monthly supply check.

"Two months ago Vos has illegally stolen Atlas property and bride many to keep his theft quiet. After interrogating a known contact of his, we learned that he used his newly acquired force to return to the village to plunder whatever was left within that village. After learning about this, I sent a team of my finest Huntsmen and Huntresses that were available at the time in order to apprehend Vos for his crimes."

He then adopted a solemn expression that catches Ozpin's attention.

"What happened James?" Ozpin asked in a serious tone. Ironwood sighed and look towards Ozpin.

"They were attacked. But not by Grimm or Vos's renegade force. But by someone hiding in that village." Ironwood explained as Ozpin pondered.

"Was it possibly a villager that survived?"

"I thought that also, however, whoever this person is, they not only subdued a full team of elite Huntsmen and a Huntress, but also wiped their memory clean of the incident. Ozpin, Winter Schnee was with that group." This caught Ozpin's attention, Winter Schnee is considered a prodigy of the highest degree, even Qrow has a hard time fighting her. If someone can subdue not only her, but her whole team then they are certainly more powerful than the average Hunter.

Ironwood then showed a voice recording.

"Not only that but whoever it was, left a message with the group." Iron played a recording.

" **Get some rest. You will need it. If you remember anything, then report it to me immediately."** It was the distinguishable voice of Ironwood.

" **SIR! I do remember something; I don't know where I heard it but I think the person responsible told me this."** This time was Winter's voice.

" **What did they say?!"**

" **Leave me alone."** Ironwood turned off the recording and continued.

"After receiving this message, I sent another team of my elite specialists to that village in order to find and apprehend this unknown man for his crimes against the Atlas Military. However, they too were subdued, their memories wiped clean of the incident, and the same message implemented in their minds." Explained Ironwood as Ozpin simply gave him a calculating stare.

"A week ago I sent a small contingent force of a full team of specialists, five full squads of the latest Atlesian Knights-200 models, five Atlesian VTOL's as escort and finally two of the latest weapon prototypes, the Atlesian Paladin." Ozpin gave the man an incredulous stare.

"Then what happened James." Asked Ozpin as Ironwood brought a hand up to his forehead.

"… Whoever this criminal is or whoever is working for him, they wiped out the entire force I sent, sparing the lives of the team and even the pilots of the VTOL's and Paladins. And once again the survivor's memories were wiped, however, something new was added to the message they brought." Ironwood explained as he then brought up another voice recording on screen.

"This is the latest voice recording of one of the specialist that I sent to that village, Riley Horner." He then played the recording.

" **What happened in that village Specialist Riley?"** Asked Ironwood.

" **Sorry sir. I don't remember anything from the moment between landing in that village and waking up here. Just something horrible that someone told me."** Answered Riley in a tired tone.

" **What did they tell you?!"** Demanded Ironwood **.**

" **Leave me alone or the next group dies."** Ironwood ended the recording, both men adopting a solemn expression.

"This is why I need your help. I'm planning to take a part of my fleet you see out your window, and return to that village to apprehend this criminal, personally. This criminal is dangerous Ozpin, he attacked and defeated three full teams of my elite specialists and destroyed millions of lien worth of military equipment and weapons. And also-"

"That's enough!" Ozpin Interrupted with an angry tone. He then stood up from his seat and stared eye level with the general.

"James. From what you told me and from what I understand. This 'criminal' is probably another survivor from the village, left and forgotten. This 'criminal' probably lost everything they cared about, his home, his friends, and most importantly his family. This 'criminal' is probably experiencing grief and mourning for his loss, however, when faced against an armed force that seeks to use remnants of his home, he will fight to drive them out in order to live in lone exile." Ozpin explains with a serious expression as Ironwood kept quiet.

Ozpin continued "And instead of leaving this 'criminal' alone, you send in more armed forces to find and apprehend this 'criminal.' However, every attempt ended in failure, but this 'criminal' not only sent you three warnings to leave him alone, but he also went as far as to spare the lives of your soldiers with only minor injuries, am I not correct." Ozpin criticizes as Ironwood looked towards the ground in self frustration. After a brief moment of silence, the general looked back towards Ozpin.

"Then what do you suggest we do to approach this situation?" Asked Ironwood in a frustrated tone.

"What you failed to do in the beginning." Ozpin replied with a tone that left no room for an argument.

Ironwood sighed "Fine. We will do it your way Oz. But we're still taking part of my fleet to the continent, in case of any Grimm attacks." Said Ironwood. "When do we leave James?" Asked Ozpin.

"Now." Ironwood replied as both men proceeded towards the elevator.

* * *

 **Location: Oka Village, present day**

"Hello. My name is Professor Ozpin. And I'm assuming that you are the person responsible for the mishap that has happened during the past month with the Atlas Military." Ozpin asked the young man in front of him.

When Ozpin went to the village by himself to search for the 'criminal' he honestly expected someone older, however, now he finds an adolescent teen waiting for him. The teen is around six feet tall with jet black hair, orange eyes, and a light complexion. He is currently wearing an unbuttoned lab coat over a black turtle neck sweater, while wearing black dress pants with a black belt, and a pair of black combat boots.

What caught Ozpin's attention is his eyes, his eyes are not that of the eyes he usually sees among his eager students, but the eyes that he only sees in the most veteran of Huntsmen and Huntresses. Eyes of experiencing constant battles for survival, and right now these eyes are currently studying him.

Ozpin frowned ' _Poor child. What has happened to you?'_ The teen in front of him replied to his previous question with a short nod.

"Yes. That is me. Are you here to arrest me and take over this village?" Asked the teen in a serious tone. Ozpin smiled, trying to diffuse the tense air.

"No I am not. Let me be the first to apologize on behalf of my friend who leads the Atlas Military and his… not so friendly visits to this village." Replied Ozpins as the teen continued to give him a blank stare.

Ozpin then changed the subject. "If I may ask, the three teams of Huntsmen and Huntresses that were sent here to arrest you. How did you subdue them and wiped their memories?" Asked Ozpin as the teen hesitated for a brief moment before looking back towards Ozpin.

"…I set up various traps all around the village using what I salvaged from both the village and the soldiers sent here, it was merely a task of leading them towards these traps. As for how I wiped out their memories… it was my semblance, mind manipulation, able to manipulate the mind of recent events to a limited degree." The teen answered as Ozpin raised an eyebrow and seeing no hints that the teen is lying.

"That… is a powerful semblance. Who unlocked your aura?" Ozpin then asked.

"My adopted father. He was the Huntsman in charge of looking after this village. Thus lived here my whole life… Until the Grimm attacked." The teen replied with a hint of sorrow and anger as he balled his fists.

"I'm sorry for your loss…" Ozpin said pitying the teen. After a brief moment of silence Ozpin broke the silence.

"It's no easy feat to defeat not one, but a total of three full team of Huntsmen and Huntresses. Normally I wouldn't believe such a claim, but the Huntsmen and Huntresses in question are proof enough. Plus, it seems to me that you survived this long by yourself, unless you had help." Ozpin asked suspiciously. The teen gave him a blank stare.

"I've been alone in this village for over two months since the attack and survived since then. No one else is here but me." The teen answered with conviction.

After a brief moment of silence, Ozpin smiled "I believe you. That is why I'm offering you an invitation to join my school and live a new life as a Huntsman." The teen eyes went wide in shock by his offer, it soon turned into hesitation as he closed his eyes.

After another brief moment of silence, the teen opened his eyes looked towards Ozpin with a serious expression.

"Take me there. Take me to my new life." Ozpin smiled as he turned and walked back towards the bullhead with his new student following.

Once they reached the bullhead Ozpin asked "I never did get your name?" The teen looked towards Ozpin and hesitated for a moment.

"It's Ceres. Ceres Kerrigan."

 **AN:**

 **And done, sorry if this one took too long, been busy with life and university.**

 **Now to answer some questions you readers might have for me.**

 **1\. Why is Ceres going to be a student instead of a full fledged Huntsman or teacher? Because Ozpin or anyone in Remnant doesn't know who Ceres truly is. Plus, he said that he explained to Ozpin that he laid TRAPS in the village to defeat the Huntsmen teams, he didn't say that he fought them person to person himself so his skills as a fighter is unknown to Ozpin. Plus, I find this to be the best way for him to meet the RWBY crew, Cliche yes, but it's what I decided.**

 **2\. Will he be joining a team then? Maybe and maybe not. Just wait for the next chapter to see what I decided.**

 **3\. Why is the Zerg hiding? They shouldn't be afraid of anything! Because think about it like this, Ceres KNOWS his Zerg can destroy all of Remnant if he wants to, but he doesn't want to cause a conflict with any of the kingdoms by choice. PLUS, the Kingdoms would see the Zerg as a threat and would try to either study them, kill them or both. Ceres sees that going on a worldwide crusade and genocide is a waste of time and effort where he could be trying to find a way home.**

 **4\. Is there no force on Remnant that can challenge the Zerg? Not yet anyways, I'm planning on bringing in a force that can challenge the Zerg in the future chapters. That's all you're getting from me so don't ask me about it.**

 **Thank you for reading this chapter. Leave a question (NO SPOILER QUESTIONS), review or a suggestion in the comment box or send me a PM.**

 **See you in the next chapter.**


	8. Chapter 5: Initiation

**AN:**

 **Hello again, sorry for the LONG wait. Needed a little break and been busy with University.**

 **Many of you have been asking questions about the first meeting between Ceres and Ozpin, and how Ozpin is not acting like his wise old self. Well just read this chapter and some of your answers will be answered.**

 **Now some of you may know this already but there is another RWBY x Zerg fic that goes by the name Bloody Evolution by GlarnBoudin. If you have the time, read and support his/her fic as you guys supported mine, he/she has a good potential story and I wish to see it grow.**

 **Just to let you know GlarnBoudin never asked me to do this for him/her. I'm just doing this to help support a fellow Fanfic author who is just starting out.**

 **Now onto the story.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 5: Initiation**

 **Location: Beacon Academy, Ozpin's Office**

It has been six hours since Ceres first met the famous headmaster of Beacon, Ozpin.

When both Ceres and Ozpin met, Ozpin questioned him about the previous incidents with the Atlas Military in order to study what kind of person Ceres is.

What Ozpin didn't know was that he was talking to a powerful alien being that leads an entire race bred for the sole purpose of assimilation, evolution, and war.

However, what he doesn't know won't possibly kill him, and Ceres want to keep it that way.

In order for Ceres to hide his real identity, he made up a quick story of why he was in the village, his abilities, and how he defeated three teams of Hunters and a large Atlas contingent force.

Ozpin accepted his reasoning and thus asked Ceres if he wanted to join his academy.

After a moment of brief hesitation and a quick message to Broodmother Galash, Ceres accepted Ozpin's offer, however, he wasn't fooled by Ozpin's quick acceptance.

He knew that Ozpin still has his suspicions about him, however, due to General Ironwood observing their conversation through the soldiers hidden around them, he wanted to speak to Ceres in a more private area.

Ozpin fears that the General will be rash and possibly interrogate Ceres for information before throwing him behind bars. However, under his protection, Ozpin believes that Ceres will be safe from the Generals judgement.

After the small conversation in the village, it took six hours to travel back to Beacon Academy with the small Atlas Fleet. During the trip Ceres delved deep into Ozpin's mind without him knowing, to see his previous memories in order to judge his character.

Overall Ozpin is a powerful and wise man, however, he carries on his shoulders enough sins from his past mistakes that can condemn a man to hell for five life times. Ceres saw his life played out before him, a life full of pain, guilt, and regret. Any lesser man in his position would've long ago taken his own life due to the sheer pain of regret and guilt. However, Ozpin not only learned from his past mistakes, he became stronger and moved forward in order to make sure no one makes the same mistakes he did.

One of Ozpin's mistakes involved General Ironwood losing half of his body.

When Ceres met the General in person for the first time, he didn't need to read the man's mind in order to judge his character.

Ceres has met, faced, and killed his type before, a commander who believes that his army has no equal and can face any opposition with relative ease. He would rather use an overwhelming force in order to eliminate an obstacle rather than negotiating a peaceful outcome or using a more careful strategy. However, what makes Ironwood different from some of the other meat headed commanders is that he genuinely cares for the lives of the innocent. He would soon sacrifice his own life if he can save one innocent life.

Ceres had the 'pleasure' to meet the General, the same could not be said for the General himself.

At first Ironwood wanted to detain Ceres and interrogate him like Ceres and Ozpin predicted, however, Ozpin managed to convince the General to hold off his interrogations, explaining that Ceres was under his supervision.

Ironwood at first was furious of Ozpin's decision to accept Ceres and questioned Ozpin's decision. However, after a brief argument he reluctantly complied.

After six hours of travel, the day turned into night and Ceres now finds himself alone with Ozpin in his office at the top of the academy tower, sitting in front of his desk.

Fortunately, the General is currently busy with a mandatory meeting with the Atlas and Vale Council about the Vital Festival.

Ozpin is currently giving Ceres a calculating stare with his hands clasped in front of him. After a brief moment of silence Ozpin smiled.

"Mr. Kerrigan, now with the General out of the way let me formally welcome you to Beacon Academy, where it's our goal to oversee and train the next generations of Huntsmen and Huntresses. What do you think?" Ozpin asked, Ceres then looked around the room feigning curiosity.

"It's impressive to say the least headmaster. Never seen something quite like it." Answered Ceres in an impressed tone. Truthfully, the entire academy paled in comparison to what both the Terrans and Protoss had built in their years. However, he had a disguise to keep up.

"Please. Just call me professor from now on. Now the reason I brought you to my office is because I still have some questions for you that I like for you to answer." Said Ozpin with a serious expression, Ceres knew what he was going to ask.

"Of course professor. What do you wish to ask of me?" Ceres asked as Ozpin leaned forward.

"Who are you really?"

Ceres gave a blank stare; he knew from the first time they met that Ozpin had his suspicions about him, those suspicions only grew as they made their way back to where they are now.

Ceres frowned, "Didn't I explained it before, I'm just a teen who lost his adopted father during the Grimm attack three months ago." Ceres explained in an annoyed tone, however, this did little to convince Ozpin.

"When I first saw you, I didn't see a young man mourning over the death of his village or his father. I see a young man in front of me that has seen too much violence that would've scarred veteran Huntsmen and Huntresses, however, you didn't seem to be fazed at all. There only two explanations for this, one is that you're not telling me who you are or two that you're not entirely… normal." Explained Ozpin as he gave Ceres a more serious stare.

Ceres simply chuckled in amusement, this human is extremely perceptive. It appears that a life time of mistakes taught him well, especially when it comes to reading others.

Ceres gave Ozpin a smirk, "You're very perceptive for a human. You saw right through my guise, only a handful of humans ever saw through my guise, congratulations Ozpin you earned my respect." Ceres said as Ozpin continued to give him a serious stare saying nothing, Ceres continued.

"To answer your question it's both. I've been lying to you from the beginning and I'm not human nor faunus." Ozpin then raised an eyebrow in curiosity.

"Then what are you?" Ozpin asked, Ceres smiled.

"I'm am a being that is not of this world. To put it to simple terms, I'm an alien from a faraway universe." Ceres explained as Ozpin went back to giving him a serious stare.

"You say that you're an alien. Forgive my rudeness, but I find it hard to believe your claim since you look entirely human. Do you have some form of proof?" Ceres chuckled and pulled up his sleeve showing the carapace on his forearm, Ozpin's eyes widened.

"Will this suffice?" He asked as Ozpin was brought out of his shock and replied with a nod. As Ceres rolled down his sleeve Ozpin then asked, "What kind of alien are you if you don't mind me asking?"

"Where I come from, my species are known as the Zerg an empire that spans over countless planets under our rule. I was the current leader of the Zerg before I came to this planet by accident after fighting the remnants of a horrible enemy, now I'm trying to find a way back to my home." Ceres explained, the reason why Ceres is revealing his true identity is because he knows he can trust Ozpin with this information after careful consideration and reviewing his past life.

However, he's keeping his army a secret for now. What Ozpin doesn't know won't kill him.

"Then… Why are you here?" Asked Ozpin, Ceres smiled.

"That's simple, Information. This planet and its inhabitants somewhat intrigues me, and since I'm going to be staying for a while until I find a way back to my home, I found this opportunity to be the perfect way to use my time on this planet." Answered Ceres, Ozpin pondered over the information that was given to him. After a brief moment of silence, he looked towards Ceres once again with a stern expression.

"So far I can tell that you are telling the truth, even though there are things that you're not telling me, I won't pry. However, how do I know you won't harm any of the students or teachers here at Beacon?" Ozpin asked in a serious tone.

Ceres in turn adopted an equally serious expression. "You and I both know that if I wanted to I would have wiped out the Atlas forces that were sent previously to that village. However, every human soldier that was sent is still alive, are they not?" Ceres explained as Ozpin nods in understanding.

"Alright. I just needed to make sure for the safety of my students. I have but one more question. Your semblance. Is it real or another lie?" Ozpin asked.

Ceres replied, "My power or what you call a semblance is entirely the truth, I can manipulate minds, however, I can only read surface thoughts and manipulate events one hour previous. Also I need to make skin contact in order to do what I do." This was another lie, Ceres wants to keep his true abilities a secret in case he makes any enemies or the General decides to detain him.

"Ok, now with the introductions out of the way, I'll enroll you in Beacons as a first year student. Is this what you wanted?" Ceres pondered for a moment and soon replied with a nod.

Ozpin continues, "I'll make a fake transcript for you, using your fake story of origin and another name of your choice, unless your name is truly Ceres Kerrigan?" Ceres nodded, "Alright Mr. Kerrigan, however, before you can officially enroll in my academy every student needs to go through an initiation and must be put on a team. Since it's the beginning of the new semester, you'll go through a different type of initiation." Ozpin explained as Ceres became curious.

"What will my initiation entail me to do?" Asked Ceres, Ozpin explained, "Your initiation is what we use to test any students that comes later in the year. You will face against three random Grimm at the same time, afterwards you will face a randomly selected Hunter-in-training in a tournament style duel. Any other questions?"

"When do I start?" Asked Ceres.

"Tomorrow after breakfast in the combat arena. For now, here is your scroll. With your scroll you can contact anyone as long as you have their contact information, search the DustNet for any information, and use it as an electronic key to your dorm room. Unfortunately, due to the exchange students coming in from the other kingdoms for the Vital Festival, we currently don't have an available room for you. So you need to stay with another team's dorm for now, that is not a problem is it?" Asked Ozpin as Ceres took the scroll and shook his head, "That is not a problem Ozpin, however, it may be an inconvenience for the team housing me." Ceres stated.

Ozpin smiled, "Don't worry, I'm sure this team will not mind, just let them know I was the one who sent you. Their room number is on your scroll, if you go now I'm sure you can catch them before they go to sleep." Explained Ozpin as Ceres stood from his seat and made his way to the elevator, before he left Ceres turned to Ozpin.

"Thank you for assisting me, but, why help someone that you just met today no less a stranger among strangers?" Ceres asked, Ozpin just simply smiled.

"I think you know the answer to that Mr. Kerrigan."

Ceres nodded in understanding and entered the elevator.

* * *

Ceres is currently walking through the halls of Beacon Academy's Dormitories towards his designated dorm room. As he was walking he activated his new scroll, he was given a copy of his fake transcripts created by the Headmaster to get an idea of his new identity.

He is Ceres Kerrigan, a seventeen-year-old human male who was adopted and raised by his father in a small village in another continent. Unfortunately, the village was destroyed by the Grimm, the attack also killed his father, he was then abandoned and thought dead until Ozpin himself found him after hearing rumors of a survivor at the village.

It also says that he is adept in survival skills since he survived over two months in Grimm territory, and that he was trained by his deceased adoptive father, who was a retired Hunter at the time, however, it also says he doesn't have a weapon, he will have to acquire one soon in order not to raise suspicion. Then there is the fake date of birth, height/appearances, and his semblance, mind manipulation.

The scroll also showed him the location of the room he was supposed to go to, however, it didn't show the team he is going to be sharing it with.

After reviewing his transcripts and room location, he then contacted his Broodmother.

" **Broodmother Galash. Hear me."** Ordered Ceres, he soon got an answer. **"Master, is good to hear that you're alright. I did as you ordered and had the brood in hiding and the fleet on standby. Do you require aid, my master?"** Asked Galash.

" **No. Keep the Brood in hiding for now and steadily grow our numbers, when the time is right we will show ourselves to the rest of the world."** This was part of Ceres's plan to return home, by gaining allies within the human and the faunus population, he can then reveal the Zerg to the rest of the world without the need for bloodshed. If he can show that the Zerg are peaceful then he can focus on returning home without the constant threat of attack from the planet populous.

Ceres knows that his brood can easily consume this planet and all of its inhabitants, however, even a Zerg being such as himself has standards, he takes no joy in committing a planet wide genocide for something so mundane. However, this doesn't mean he will underestimate his potential enemies, if he learned one thing about a seemly weak species is that they can be extremely tenacious. The Terrans for example have fought and survived for many years against two other races that far out classed them in almost all fields.

After pondering over this fact, Ceres asked, **"Any new progress on the Brood Galash?"**

" **Yes master. I have successfully integrated the green Dust crystal into our Mutalisks and Scourges, now they are able to travel at faster speeds then before. Also your ground forces have grown, they're around 1.5 million in strength while the fleet is at around two hundred thousand and three Leviathans with two more on the way."** Explained Galash as Ceres nodded to himself.

" **How is Violet? Is she safe?"** Asked Ceres in a concerned tone.

" **She is safe master. She is currently resting in her chamber. However, she is increasingly worried about you master, since you hadn't come back."** Galash explained as Ceres adopted a worried expression.

" **Tell Violet that I am alright and that I'll be away for a while and that I will try to visit soon. Continue to keep her safe Galash."** Ordered Ceres.

" **As you command, my master."** Replied Galash as the communications were cut.

As soon as the telepathic communications were cut, something, or specifically someone, abruptly bumped into Ceres.

"OOF!" *Crash*

Ceres looked down saw the person who bumped into him.

It was a fairly young girl; she has dark hair with red highlights and unique silver eyes. She seems to be around five feet tall wearing a black blouse, a black waist cincher with red lacing, a skirt with red lacing, black full leg stockings and black combat boots with red trims. She is also wearing a red cloak with cross-shaped pins holding her cloak to her shirt, a belt around her waist which hold what seems to be large caliber rounds, an ammo pouch, and a silver rose emblem.

He recognized this girl from Ozpin's memories, Ruby Rose the leader of team RWBY. Now this girl in front of him is currently rubbing her forehead and what appears to be pieces of a board game scattered around her.

"Owieeee. What did I hit, a brick wall?" She mumbled in pain as she stood up and looked towards Ceres.

"OhI'msosorryItriedtofindmyboardgamethatIleftinthelibrarywasrunningbacktomydormwhenIbumpedintoyouI-" She was then cut off by Ceres when he brought up a hand to stop her.

"It's quite alright, it was also partially my fault as I was also not paying attention to where I was going. Here let me help you clean up your board game." Said Ceres as he started collecting pieces of the now scattered board game. Ruby soon joined him and soon they manage to place all pieces back into the box.

"Thank you. I can be such a klutz sometimes… umm are you new here? I never seen you around before." Ruby asked, Ceres gave a smile, "Actually yes, I am new here. Just arrived an hour ago, I still have yet to enroll officially since I still need to do my initiation." Ceres explained as Ruby nodded in understanding.

"When are you doing your initiation?" Asked ruby in a curious tone.

"I'm going to be doing my initiation tomorrow in the combat arena. For now, I need to find the room that Professor Ozpin assigned me, I'll be temporarily sharing it with another team… Do you know which team this room belongs to?" Ceres asked as he showed the room number to Ruby.

Ruby eyes widen, recognizing the room number.

"That's my teams room! Here I'll show you the way… umm… sorry what's your name I forgot to ask?" Ruby asked sheeply as Ceres smiled in return.

"No forgive me for forgetting my manners, my name is Ceres Kerrigan and I'll be happy if you can show me the way to your team's dorm room." Ceres said in a polite tone as Ruby gave him a large smile.

"I'm Ruby Rose! The leader of team RWBY! Nice to meet you Ceres, now onward to team RWBY's base of operations!" Ruby exclaimed dramatically as she leads Ceres to her room, excited to introduce him to the rest of her team.

* * *

The trip didn't take long, Ceres and Ruby soon found themselves in front of her teams' dorm room. When they were in front of the door Ruby pulled out her scroll and unlocked the door and walked inside with Ceres in following just behind.

Ceres took one look around the room. It was a generic dorm room with a large window, a bookshelf, a study desk, a closet, and a personal bathroom. However, what caught his attention was the two…unique bunk beds. The top bunk of the left bunkbed was held up by ropes attached to the ceiling and what seems to have white blankets as draped around it. The bunk bed to his right was by far the most normal looking one as the two beds had books between each of the four spokes of the beds.

Once inside Ceres and Ruby were immediately greeted by a certain blonde bombshell.

"Ruby you're back! And what's this?! You brought back a man with you! I AM SO PROUD OF YOU!" Exclaimed the blonde as she brought Ruby into a bear crushing hug, much to Ruby's embarrassment and distress.

"YANG! LET ME GO! AND HE'S NOT MY MAN!" Ruby yelled as she dropped the board game and started a comical fist fight with the now named Yang.

From Ozpin's memories he recognized both Ruby's sister, Yang and the other two occupants in the room. He observed the other two as Ruby is currently trying to strangle her sister.

One was a young girl named Blake Belladonna, she has long wavy black hair and amber yellow eyes. She is currently wearing a black yukata with white trimmings and a large black bow to hide her faunus heritage, specifically her cat ears. Ceres can easily tell that she was a faunus without the need to read her mind, he can sense it after all. Blake is currently reading her book on one of the two uniquely created bunk beds, however, he can tell she is paying close attention to him.

The other occupant is Weiss Schnee the heiress of the Schnee Dust Company. She has long straight white hair and icy blue eyes with a notable scar running through her left eye. She is currently in a blue night gown with her family's symbol on her upper right chest. She is currently sitting on the left bottom bunk bed with her arms crossed giving him a judgmental glare, probably wondering why he was here in the first place.

As the fighting between Ruby and Yang soon stopped with Yang on the ground after receiving a large comical bruise on the top of her head from Ruby. Yang soon picked herself up from the ground, laughing and started dusting off her clothes.

"Alright, jokes aside, Ruby who is this guy?" Yang asked as she started studying Ceres from head to toe with a grin.

"Yes Ruby. Why did you bring a boy here at this time of night? I would expect this from your brute of a sister, but not from you." Weiss interjected as Yang simply stuck her tongue out towards her.

"OH right! Almost forgot! Everyone meet our new roommate, Ceres! Ceres meet team RWBY! That is my sister Yang,"

"Helloooooo!"

"Weiss the Ice Queen,"

"Hey!"

"And Blake our resident fau- I mean ninja!" Blake gave a quick glare towards Ruby before bringing a neutral gaze towards Ceres.

"…Hi."

There was a moment of awkward silence as Ceres stood in his spot, seemly observing them. luckily the silence was soon broken by the resident blonde.

"Soooooooo. Ceres. What brings you to Beacon?" Asked Yang, hoping to break the awkward atmosphere. Ceres was going to reply until Weiss interrupted him.

"Wait! New roommate!? What is the meaning of this!? Why is a boy our new roommate!? Do you have something to do with this!?" Demanded Weiss as she stood from her bed and stomped over to Ceres. Ceres in turn gave her a calm look and shook his head.

"No miss Schnee, I had nothing to do with this unforeseen arrangement. I just arrived around an hour ago, Professor Ozpin informed me that the other dorm rooms were full and thus I had no choice but to stay with your team. Just so you know, I had absolutely no prior arrangement before coming here, plus I'll only be staying for the night. However, if it troubles you and your team so much, then I will ask for another accommodation." Ceres explained in a calm understanding tone.

Weiss was taken aback from Ceres's calm explanation, for years she had to talk to rich nobles who had ulterior motives for her and her family, thus she prides herself on finding out a person's true intentions. However, she couldn't find any ounce of deceit in Ceres's explanation, she can tell he was telling the honest truth.

Before she could say anything Yang interrupted, pushing Weiss to the side, "Of course we don't mind you staying for the night! If Ozpin sent you then you must be alright, just keep your hands to yourself and eyes kept upwards. However, I don't mind if you get a bit…daring." Yang said with a wink and a suggestive tone as she crossed her arms underneath her sizable chest.

"EW YANG!/YOU BRUTE!" Yelled both Ruby and Weiss simultaneously as Blake just rolled her eyes. Normally, most males in Ceres's position would become a stuttering mess, however, Ceres kept a cool and calm face.

' _She says that, however, I can tell she is testing me if I'm going to be a problem for her team. Strange, but effective way to say the least.'_ Ceres thought as he gave Yang a small smile.

"Thank you Yang. You and your team won't have to worry about me, unlike some men I respect the other gender and treat them accordingly." Ceres explained, Yang grinned as she turned towards Weiss. "What a gentleman. Hey Weiss! Isn't he your type?" Yang asked.

Weiss spluttered blushing up a storm as she replied, "W-What! I don't know what you're talking about!" Yang's grin grew, "Are you surrrrrrreeee? Your diary said-"

"YOU READ MY DAIRY!" Weiss exclaimed with a furious look that promised both pain and agony. Yang gave her a sheepish look, realizing her mistake.

"Heh, heh. You weren't supposed to know that… wellgottago!" Yang said as she quickly jumped out the window, Weiss soon jumping out after her with Ruby in tow.

"YANG XIAO LONG! WHEN I GET MY HANDS ON YOU! YOU WILL WISH YOU WERE NEVER BORN!"

"NO WEISS! PLEASE DON'T KILL YANG! SHE'S THE ONLY ONE WHO KNOWS WHERE MY COOKIE JAR IS!"

As the screaming faded off into the distance, Ceres turn towards the only other occupant in the room.

"Does this happen often?" Ceres asked Blake as she continued reading her book, seemingly ignoring what just had occurred.

"More times than you think. They'll be back soon. You can take this time to use the shower, you can also use my shampoo, I don't mind." Blake said in a monotone voice as she turned a page in her book.

Ceres smiled, "Thank you. I think I will take you up on that offer." He said as he made his way to the washroom with one thing in mind.

' _This will definitely be an interesting time here.'_

* * *

 **Location: Beacon, Combat Arena**

After yesterday's mishap between Yang, Weiss and Ruby, the girls returned back to the room with Ruby dragging her unconscious sister.

When the entirety of team RWBY went to sleep, Ceres delved into each of their minds, reviewing their memories.

Overall, each have painful and sad memories of their past, mostly revolving around their own families.

Ruby and Yang lost their own biological mothers. Ruby's mother, Summer Rose, died in her last mission while Yang's mother, Raven Banwen, abandoned her at a young age. Both sisters share the same father, Taiyang Xiao Long, and the same uncle, Qrow Banwen. Ruby has a naive outlook on becoming a Huntress while Yang simply wants to travel the world and seek both challenges and her mother.

Weiss Schnee lived and grew up with a hard life of high expectations, an infamous family reputation, and neglect from her father, the current head of her family's company. Also many of her friends, family members, and family business partners were killed by the White Fang and thus adding to her life of loneliness and pain. The only good memories she has is ones with her older sister, Winter, and even those are few in number. Weiss wants to change her family's company for the better and wants to be independent from her father.

Blake was by far the most interesting compared to the rest. She lived the majority of her life as a member of the White Fang, before and after the group became terrorists. At a young age, she desperately fought for the rights for all faunus in peaceful rallies and protest alongside her fellow members. But with the change of leadership, the White Fang became more violet in their cause and demonstrations. Having a long history with the White Fang, Blake stayed with the group, fighting alongside with her companion/mentor Adam Taurus, a high ranking member within the White Fang. However, as the White Fang became more violet in their cause, Blake for the first time in her life, questioned the groups method and cause for equality. She soon left the White Fang after a train heist and decided to become a Huntress in order to hopefully change both the White Fang and the inequality between the human and the faunus.

Unlike when he reviewed Ozpin's memories, he took his time reviewing each of the girl's memories that lasted throughout the entire night.

When morning came, team RWBY went through their morning rituals with Ceres respectively waiting for them outside. When the team was ready and dressed in their school uniform they dragged Ceres to the cafeteria. He wanted to go to the school's library with the excuse of catching up in the class readings. However, Ruby, Yang and surprisingly Weiss objected his plans saying that "breakfast is the most important part of the meal."

So against his will he reluctantly joined them, during breakfast Ceres met another interesting team, team JNPR.

This team consisted of two boys and two girls, all the same age, Ceres quickly analyzed their minds.

The first is Jaune Arc the leader of team JNPR. The teen had some self-confidence issues in the past and the fact that he used fake transcripts to enroll into Beacon only added to this. However, with the help of his team he soon became more confident with himself and as their leader. Ceres can tell that this boy will become a great Huntsman one day.

The second is Pyrrha Nikos the invincible girl. She has the status of a celebrity, famous for winning the Mistral Regional Tournament four years in a row and having her face on Remnant's most popular cereal only boosted her fame. However, she does not enjoy her celebrity status as one might think for it isolated her from making any normal friends, until she met Jaune and the rest of team JNPR and that of team RWBY. It was painfully obvious that she had a fixation with the blonde leader, however, due to the fear of ruining their friendship she decided to wait for now.

The third member of their team was Lie Ren their most stoic member. His personality is similar to Blake's in a way, quiet and always observing from the background. However, like his partner and childhood friend he is an orphan and lived a life of hardship alongside with said friend.

The last member is Nora Valkyrie, the hyperactive literal bombshell. Unlike her childhood friend and fellow orphan Ren, she has a bubbly personality and always seemed to be moving one way or another. She has a great fixation with four things, pancakes, sloths, pancakes, and Lie Ren. Due to her hyperactive tendencies, she finds herself in trouble more times than one could possibly count. Luckily for everyone, Lie Ren keeps her in line… most of the time.

After meeting the new team and answering their questions about his origins and past (both teams believing his fake origin story), Ceres was soon called to the Combat Arena to do his initiation.

Before entering the arena, Ozpin greeted him and showed him to the locker room, where all students of Beacon keep their weapons in rocket propelled lockers that they can call in at anytime, anywhere within Vale.

In the locker room Ozpin showed him a table filled with weapons of different shapes, sizes, and different functions. Ozpin explained that since Ceres currently didn't have a weapon, he would give one to him as a gift.

Ceres thanked Ozpin for his hospitality and after examining the different assortment of weaponry, he finally chose two that suited him the most.

It was a pair of metal forearm guards with an extendable sixteen-inch wrist blade being the only function. This was, in Ceres's case, the perfect weapon in order to hide his true weapons, it was both simple to use and very similar to his carapace blades. However, the material of the blade was simple steel which pales in comparison to his original weapons.

He also took a belt of throwing knives in order to replace his hydralisk spines.

After choosing his weapons he and Ozpin made their way to the Combat Arena, once they arrived Ozpin made his way to the observational room overlooking the arena while Ceres made his way to the middle of the arena.

Now he is currently standing in the arena, waiting for his test to start. Surrounding him is a large audience curious about the new student and his skills as a fighter.

He studied the room, it was a generic combat arena with the seat surrounding the middle combat zone and elevated for all spectators to watch.

As he looked around the room he can see among the audience both team RWBY and JNPR sitting beside one another, cheering him on.

He gave them a small wave, which they gave in return. He was soon brought out of his musing when he saw someone from his peripheral vision approached him.

He turned and saw the person. She was a tall middle age woman, standing at 6'5" with light blonde hair fashioned into a bun and curls hanging down at the right side of her face. Her eyes are bright green and is wearing thin ovular glasses and a white long sleeved suits with puffy sleeves tightened at the wrist. She is wearing a black buttoned business skirt with light black-brown stockings and black high-heeled boots. She is also wearing a purple/black tattered cape and is currently holding a large scroll tablet with Ceres's transcripts on it.

She stopped in front of Ceres as the entire room went silent.

"You must be Ceres Kerrigan. My name is Glynda Goodwitch, the combat professor in this academy. Mr. Kerrigan, as you know you will be tested in your initiation into this academy. Just to remind you, this is not the forest where you came from and I will be here in order to intervene in case you are in a dire situation. Professor Ozpin himself found and vouched for your enrollment. I hope you won't disappoint him." Explained the professor as she gave Ceres a stern look. Ceres replied with a solemn nod.

"Now. As you may know, your initiation is not the standard one we use for our freshmen. The one you're doing is used when a student enrolls later in the year. This initiation has two parts. The first is you facing three random Grimm of our choosing. If you complete that, the second part is a tournament style duel, where you will be facing a randomly selected student among the audience in a one versus one duel. The duel will end when either you or your opponent is rendered unconscious, forfeits the match, or aura level is depleted to the red. Now, any questions before we begin?"

Ceres remained silent.

"Good. Now Professor Port will take it from here." Explained Glynda as she walked towards the sidelines. Ceres then brought his attention to three large cages that seemly appeared out of nowhere in front of him, and a short portly man with a mustache that would impress any Battlecruiser captain.

Professor Port raised his weapon, a mix between a blunderbuss and a battle axe.

"Are you ready my boy!?" Asked the professor in a jovial tone. Ceres nodded, "Alright. Let the match. BEGIN!" Exclaimed Professor Port as he quickly cut the locks of each of the three cages and immediately backed off.

As soon as he cut the lock of the third cage, three different Grimm burst out of their imprisonment searching for any prey.

One is an Alpha Beowolf, the youngest one out of the three from what Ceres can sense.

The second is an Alpha Boarbatusk, this one is covered in thick bone-like armor sans the belly, it's only weak spot.

The last Grimm is a massive Ursa Major, it was by far the oldest and the most dangerous out of the three.

These three Grimm together greatly intimidated the audience.

However, Ceres wasn't intimidated in the slightest. In fact, he raised a curious eyebrow.

' _Interesting choice of Grimm Ozpin. These will definitely be a problem to any normal Huntsman or Huntresses. However, I'm not normal.'_

As the saying goes, this will be a piece of cake for him.

After a few moments of the Grimm growling and searching for prey, they finally landed their sights on Ceres.

Ceres in turn extended his new blades and calmly stood there, the audience is watching with rapt attention as Ruby begun to worry.

"That's a Ursa Major, an Alpha Beowolf, and an Alpha Boarbatusk! Will Ceres be ok?" Asked Ruby, worried for her new friend's safety. Weiss replied, "Don't worry Ruby. If anything happens Professor Goodwitch will intervene to save Ceres. He'll be fine. Although… this is too much, even for a regular Huntsman."

Meanwhile back in the arena both the trio of Grimm and Ceres were not moving, studying each other and waiting for the other to make a move. The standoff was finally broken when the Alpha Beowolf became impatient and charged towards Ceres. As it was halfway towards Ceres, in a great leap it pounced, maw full of sharp teeth wide open and its razor sharp claws prepared to rip Ceres apart.

Ceres in turn leaped towards the Alpha, surprising both the audience and the Beowolf. At the apex of their jump, they both crashed into one another with Ceres stabbing both blades into the neck of the Alpha. Ceres then decapitated the head and used the evaporating body of the Alpha Beowolf to cushion his fall to the ground.

As soon as he landed the Alpha Boarbatusk squealed, curled into a ball, started spinning at great speeds and launched itself at Ceres, who seemed to be ignorant of the incoming Grimm.

Before anyone in the audience can warn him the spinning Grimm was soon on top of Ceres, the fate of the boy seemed to be sealed.

However, at the last possible second, Ceres quickly dodged to the right and with great force, kicked the still spinning Boarbatusk towards the arena wall.

The Alpha Boarbatusk crashed into the arena's wall, creating a large crater, and at the same time stunning the Grimm as it slumped to its side, exposing its belly. Before the Boarbatusk could regain consciousness, Ceres immediately dashed towards the downed Boarbatusk and stabbed both of his blades in its exposed belly.

"SSSQQQUUUUUUUEEEEEEEEEEAAAAAAAAALLLLLLLL!"

The Alpha Boarbatusk continued to squeal in pain as Ceres, in a show of great strength, lifted the screaming Grimm above his head with his blades still embedded in its belly.

With a grunt, Ceres ripped the Boarbatusk in two. Both pieces of its body flung to the side by Ceres. Ceres then focused on the last Grimm that has yet to face him.

During the entire fight, the Ursa Major opted to observe as the other two younger Grimm fought the creature in front of it. The Ursa, in its many years faced humans and faunus alike, learning and growing in power until he became an apex predator, free from the fear of becoming prey. However, when he saw this creature in human skin, it didn't see prey.

It saw a great predator. And it is looking straight at it.

As Ceres laid his eyes on the last Grimm, the Ursa Major began to tense its muscles, not for combat, but out of fear. Ceres grinned, this Grimm knows what he really is, and it's scared.

As Ceres took one step forward, the Ursa took one step back, this continues until the Grimm was backed up against the wall.

This greatly shocked both the audience and the professors watching. Never before they had seen a Grimm retreating from its opponent, the Grimm were known to be fearless and merciless in battle, rushing through a hail of gunfire just to close in on their prey. Now they are seeing a Ursa Major of all things retreating from the new student after he had killed its brethren in front of it.

When the Grimm back itself up against the wall, Ceres, in a great show of speed, dashed towards the Ursa Major. Said Grimm roared and swiped its massive claws in front of it, hoping to hit Ceres. However, Ceres leaped over its swipes and landed on its back grabbing one of the many spikes protruding from it. The Grimm tried to desperately shake Ceres off but to no avail.

As Ceres is riding the Ursa's back (and a certain hammer wielder cheering him on) with his great strength he snapped one of the large bone spikes off its back and positioned himself over the back of the Ursa's head while holding the spike. The Ursa tried to desperately to swipe the creature off, however, due to the bone like armor on its back and shoulders, it couldn't reach Ceres.

Ceres then grabbed the Ursa's head and jerked it back, opening its large mouth.

"Now. Open wide!" exclaimed Ceres as he drove the bone like spike into the Ursa Major's mouth, down its throat, stabbing through its body with the tip exiting its chest.

The Ursa started twitching, making disgusting gurgling and gagging sounds as blood started to pour out of the sides of its mouth. After a few moments the massive Grimm crashed forwards, dead. As the body begun to evaporate, Ceres stepped off the Grimm and calmly walked to the middle of the arena showing no signs of fatigue.

Suffice to say the entire audience was shocked and disturbed. This guy not only killed three elite Grimm, but he made it look easy and in the most brutal method possible.

For a few moments there was only absolute silence in the room. Until it was shattered.

"THAT! IS! AWESOME!" Yelled both Nora and Ruby as both jumped from her seat in excitement. Their respective teams looked at them as if they grew a second head each.

This brought the rest out of their shock, especially Glynda.

"W-Well. Congratulations Mr. Kerrigan for completing the first part of the initiation, even though your methods were… brutal." Glynda said with a frown as Ceres smirked, "Now since you seem to be alright. We will now begin the second part of your initiation. The combat duel."

In reaction most of the audience paled.

"I don't want to fight him!"

"Please God if you're there…"

"I don't want to die!"

"Nope! Fuck this! I'm out!"

"REN LET ME GO! I WANT TO FIGHT HIM!"

Ceres chuckled, he was enjoying this greatly. He was then brought out of his musing as a large holographic screen popped up with his picture on the left with a black bar that read zero underneath it.

Glynda frowned at this. "Mr. Kerrigan is your scroll working? Because it's says your aura level is at zero. Either your scroll is malfunctioning or you've been fighting this entire time without aura?" Glynda asked as the audience once again paled at this discovery. Ceres frowned.

"I think my scroll is malfunctioning. Here let me try something." Said Ceres as he brought his scroll and activated it. He then secretly activated a portion of his psionic powers to give off the same signals as aura in order for the scroll to pick up. He was soon rewarded when he saw the once empty bar under his picture fill up all the way to one hundred percent.

Glynda, seemly satisfied, continued, "Alright, let's start the randomization process." Then the right side of the screen started shuffling through various pictures in order to randomly pick his next opponent.

Many in the audience started to pray hoping not to be picked.

Some prepared to create fake injuries on themselves.

Only a few were eager to fight Ceres.

The shuffling soon stopped on a single picture, showing both Ceres and the audience the poor sap that was going to fight Ceres.

Many sighs of reliefs were heard.

Some were thanking the heavens.

A few grunts of disappointment were heard.

And a certain Heiress's world crashed around her.

"Ceres your opponent will be Weiss Schnee. Miss Schnee make your way to the locker rooms and prepare for the match." Ordered Glynda as Weiss simply accepted her fate and made her way to the locker rooms.

Once she came back Ceres observed her new attire. She was now wearing a pale blue bolero jacket over a similarly colored dress and a black lace at the neck line. She is also wearing white high-heeled boots that reaches up to her mid-calf, an apple shaped necklace, and a small tiara at the base of her off-centered pony tail. Her weapon is a Multi-Action Dust Rapier named Myrtenaster, the blade is around thirty-eight inches in length with a revolving Dust chamber that hold six different types of Dust.

She is now currently holding her weapon aiming it at him in a basic fencer stance. She was showing no emotions and seemed calm and ready, Ceres was impressed that she wasn't showing any ounce of worry or fear.

He was brought out of his musing by Glynda, "Alright are you two ready?" Both Ceres and Weiss nodded.

"Alright you may start in three!"

Weiss tensed her muscles.

"Two!"

She brought her rapier near her face with the tip pointed at her opponent's face.

"One! Begin!"

Weiss then activated a white glyph from underneath her, and charged forward, as Ceres stood there.

Smiling.

 **AN:**

 **That's another chapter done. Sorry to cut it off from there, just wanted to get this chapter out. Don't worry you will see the fight between Ceres and Weiss in the next chapter.**

 **Now to answer some question that some of you may have.**

 **Why did Ceres reveal himself to Ozpin? Because Ceres delved into his past memories and saw his ENTIRE LIFE in the six-hour trip to Beacon. And after reviewing his life, he found that Ozpin can be trusted with his secret identity as a Zerg. Also Ceres didn't tell him everything about the Zerg and his army.**

 **Will there be a romance interest between Ceres and any of the RWBY casts? Maybe or Maybe not. So far I plan on this being a non-romance fic, however, I might change my mind as the story goes on or if the majority of you want to see a pairing. We'll see.**

 **Why didn't Ceres mention Violet or bring Violet to Beacon? Because two reasons: One is that Beacon doesn't necessarily have any facilities that can take care of a child while Ceres is away. It's a school that trains teenagers to fight monsters, it's not a daycare. And two the MAIN REASON why is that Ceres wants Violet to be in a safe place where he knows she will be protected. Think about it, where on Remnant is Violet more safe than in the middle of a main Zerg Hive cluster and protected 24/7 by creatures that can make mincemeat out of anything that moves. See my point.**

 **Now Like always, if you have a question, suggestion, comment, or a review just PM me or type it in the comment box.**

 **Well see you again in the next chapter.**


	9. Chapter 6: Initiation Pt2

**AN:**

 **Hello I'm finally back. Sorry for the long wait, I had to do exams and essays for my university.**

 **Now I'm officially done with university for the year and now can focus back on writing chapters for this story.**

 **Once again thank you for your patience and support for this story, and I will strive to release more chapters ASAP.**

 **Now onto the story.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 6: Initiation part 2**

 **Location: Beacon Locker room**

Weiss is nervous.

No scratch that. She is panicking.

Just five minutes ago she and her friends saw the new student, Ceres, kill three elite Grimm in the quickest and most brutal fashion possible.

Not only did he kill each Grimm single handily but he did so with little to no effort. His movements and reaction time were abnormally quick and precise while his strength was monstrous, he is probably stronger than Yang or even Nora.

And now she was chosen to fight Ceres in a one on one tournament style duel, and is now currently in the locker room contemplating whether or not that this was some karmic intervention for her family's deeds.

As she was preparing her weapon Myrtenaster and her dust cartridges, she is trying to settle her nerves.

' _It's ok. Calm down Weiss. You're a Schnee. You must remain calm and focused at all times because a Schnee never shows weakness."_ She repeated this mantra a few times before heading back to the combat arena, ready to fight her opponent.

When she arrived, she immediately saw Ceres standing across from her, looking at her as if he was studying her. When she stood twenty feet away from him, Ceres then gave her a small smirk of satisfaction.

This slightly unnerved Weiss, however, she quickly steeled her emotions as she got into the basic combat stance that was trained into her for many years.

"Alright are you two ready?" Miss Goodwitch asked as both Ceres and Weiss nodded. Weiss then formulated a quick plan of attack.

"Alright you may start in three!"

' _Alright Weiss. Ceres is a powerful opponent.'_

"Two!"

' _He leaves no room for errors and is unpredictable.'_ Weiss changes her stance and prepared her attack.

"One!"

'So _t_ _hat's why you must gain the advantage!'_

"Begin!"

Weiss quickly activated a white glyph underneath herself and in a blur launched herself towards Ceres with her weapon aimed towards him.

Ceres on the other hand continue to stand calmly, showing no signs of defending himself against Weiss.

Just as Weiss was about to stab her weapon through his head, Ceres smiled.

And caught Weiss's weapon, abruptly stopping her charge and blade centimeters from piercing his eye.

Weiss's eyes widened in shock, and from what she can hear the audience had a similar reaction. However, before she could react Weiss was sent flying through the air by a powerful kick from Ceres, crashing into the arena wall, then flopped down onto the floor. Her weapon still in Ceres's hands.

Weiss is hacking and coughing, struggled to breath as she rose on all fours. Her aura took the brunt of the blow but she still felt a portion of the force behind the powerful kick.

She then looked towards the screen and saw that a quarter of her aura has depleted. This greatly shocked Weiss as Ceres's single attack depleted a significant portion of her aura.

' _His kick did that much!? I need a new plan and fast since he has my-'_

 **Clank!**

Weiss was brought out of her frantic thoughts as she saw her weapon dropped right in front of her. She then looked up and was shocked, Ceres is standing just a few feet in front of her and she didn't see or hear him approaching.

"Normally if this were a real fight I would've simply destroyed your weapon and ended you right here and now." Ceres stated without emotion. He paused for a brief moment as the truth of his words sunk into Weiss's mind.

"However… since this is a test with rules and not a battle for survival, I'll show some level of mercy. Now pick up your weapon and try again." Ceres ordered as he simply turned and walked back to his spot.

Weiss gritted her teeth in anger. _'H-He's treating me like some amateur! Me Weiss Schnee! Well he will regret underestimating me!'_ Weiss thought as she glared at Ceres's back.

She then picked up her rapier as she stood taking a stance once again and spun her dust cartridge within her weapon. She then selected her blue dust and in a quick flourish stabbed her rapier into the ground, launching a rapid wave of ice towards the seemly unsuspecting Ceres.

Weiss smirked as the wave quickly approached Ceres, however, her amusement was soon dashed when Ceres simply stepped to the left dodging the wave of ice completely. He then turned towards Weiss with an amused expression.

"Attacking an enemy when they have their back towards you… An old but effective tactic. However, you will have to do better than that if you have any hope of defeating me." Ceres taunted. Weiss, in her frustration, summoned another white glyph and launched towards Ceres.

However, unlike the first attempt, she quickly summoned two more glyphs, one on the floor in front of Ceres and the other in the air behind him angled diagonally downwards towards him. In a span of two seconds, Weiss used the first glyph to quickly leap over Ceres and using the second glyph as a platform, launched herself towards his back posed to deliver a quick but fatal stab.

Unfortunately for her, Ceres saw this coming. As Weiss was about to land her attack, he quickly spun to his right dodging Weiss's attack while simultaneously delivered a spinning kick to her back, sending the heiress once again crashing and tumbling back to her original spot.

"Good attempt. But try something else, I know you are more than capable of doing so." Ceres said as Weiss stood, taking a stance for the third time.

She glared at Ceres for a moment before taking a quick look at the arena screen. Once again she saw a significant portion of her aura has depleted to 65 percent left, something she noted as she once again glared back at Ceres.

After a brief moment of silence Weiss summoned another glyph, however, this time she fired three spears of ice towards Ceres. Ceres in turn swiftly dodged each projectile as Weiss summoned more of the same glyph surrounding Ceres.

Ceres saw this, however, to his short surprise, Weiss summoned a black glyph underneath Ceres, holding him in place. As the last glyph was summoned, Weiss then quickly dashed to each glyph surrounding Ceres and fired multiple ice spears from each towards him. To Weiss's surprise, Ceres was successfully dodging her spears, however, due to his inability to move he couldn't dodge all the projectiles.

After a short time of dodging, a spear hit Ceres, however, to everyone's horror the spear pierced through his body and lodged itself in his torso. When Weiss realized this it was too late as four more spears pierced Ceres's torso.

In her shock and the horror of what she'd just done, Weiss quickly deactivated her glyphs and rushed towards the still standing and bleeding Ceres.

"CERES! ARE YOU ALRIGHT!? I'M SO SOR-" She was then cut short when Ceres suddenly rose a hand to silence her. He then proceeded to remove each of the five spears lodged into his body, forcefully pulling them out and dropping them on the floor as they shattered like glass. There was blood as some of the spears hit something vital, however, before anyone could stop him he removed the last spear that has pierced through his upper right chest.

Weiss and some in the audience could clearly see that each of her spears left gaping holes in his body. Weiss felt sick as she felt bile rising in her throat, she could hear some of the weaker stomach audience members puking and retching. However, to her and everyone's shock Ceres's gaping wounds started to heal and within seconds any trace of his wounds were gone, not even leaving a scar.

There was a brief moment of silence as everyone, excluding the Headmaster, tried to rationalized on what just happened.

What brought everyone out of their shock was the slow clapping from Ceres. "Good job Miss Schnee. Well done, that was by far the best attempt yet." Ceres complimented as he stopped clapping.

Weiss is flabbergasted.

"H-How did you- What just-"

"Happened? Well, my aura is different from the conventional type. My aura, instead of protecting me from any bodily harm, heals me for any wound I receive no matter how severe. However, depending on the severity of said wound depends on how much aura is needed to heal it. So in short, as long as I have a sufficient amount of aura I can heal any type of wound." Ceres explained.

The audience started to question among themselves about this new piece of information.

"His aura can heal any wound?"

"Can aura do that?"

"Is that his semblance?"

"Can he still feel pain?"

"I think he does."

"If he does then that must've hurt like hell."

Weiss was still processing this new information about Ceres's aura. However, Ceres soon brought her out of her pondering. "Now since you have been the one attacking so far. It's only fair that it's my turn."

That was the only warning she had.

Before Weiss could react Ceres was already in front of her and delivered a devastating elbow to her face. As Weiss is tumbling backwards from the attack Ceres dashed behind her and grabbed the back of her jacket and threw her up into the air. With the same hand Ceres grabbed Weiss's ankle and slammed her onto the ground with enough force to break the concrete. Still holding onto Weiss's leg he then threw Weiss at the arena wall creating another crater.

This happened in a span of five seconds

Weiss's world turned black as she slipped into unconsciousness.

* * *

"That is enough! Weiss Schnee is eliminated! The winner is Ceres Kerrigan!" Stated Glynda as she moved herself between Ceres and the now unconscious heiress.

Ceres saw the other members of team RWBY rushing in to see if Weiss is alright. Ceres started to make his way over to them but the combat instructor stopped him in his tracks.

"Mr. Kerrigan, the fight is over. I suggest you wait for your results." Said Glynda in a stern tone while giving Ceres a warning glare.

Ceres wasn't intimidated in the slightest as he continued to stare at the combat instructor. The tension between them is thick, fortunately, Ozpin broke the tension between the stern professor and the being from another universe.

"Glynda I'm sure Ceres wanted to make sure that miss Schnee was doing alright. There is no need to be stern with our new student." Ozpin said as he walked and stood beside the combat instructor with his signature cane and mug in hand.

Said instructor huffed in annoyance but accepted Ozpin's reasoning while Ceres nodded to Ozpin with appreciation.

Ozpin gave a small smile towards Ceres as Weiss started to stir from her unconsciousness. "Now that I have your attention. Mr. Kerrigan, you have successfully passed both trails of your initiation with flying colours. I'm sure everyone here can agree." Ceres can see nods of approval from both the portly professor from before and a professor with green spikey hair.

Glynda merely looked to the side refusing to give a comment.

Ozpin continues. "Now. The only thing left to do is putting you on a team. Even though you show exceptional skills in combat, here at Beacon we believe that every Huntsmen and Huntresses can truly grow as a defender of peace with the help of good friends and allies."

Ceres saw truth in his words. In the past, each race of the Koprulu sector all have a firm belief where they either fight together in order to survive or die hopelessly alone. This unshakable belief has seen each race through the most horrendous of battles and each race survived as the result of it.

That is how they manage to defeat a wrathful god bent on plunging their universe in darkness.

By uniting together to face this threat.

Ceres smiled. "That is true what you say professor. Alright then, whose team am I going to be assigned to?"

Ozpin's smile turned a bit mischievous. "Unlike our traditional initiation, where two pairs are combined into a team of four by a well thought out system," (*cough* Bullshit! *cough*) "the initiation you just went through has a… 'unique' and somewhat similar way of team selection." At this point Weiss is fully awake, her team and the audience were paying close attention to which team the headmaster has chosen for Ceres to join.

"The team that you will join is decided in the second trail of your initiation. Whoever you faced and won against, you automatically join their team." Ozpin explained as his smile grew. Every student then just realized whose team Ceres is joining, especially a certain colour themed team.

"You mean…" Ceres looked over to said team.

However, before Ozpin can answer a red blur zoomed passed him, leaving a trail of rose petals.

"YOU'LL BE JOINING TEAM RWBY!" Ruby exclaimed in excitement with her hands raised in the air in front of Ceres. The rest of team RWBY stared gob smacked, still processing on what just occurred.

There was a brief moment of silence, until Ozpin spoke. "As miss Rose said, you will be joining team RWBY for your time in Beacon. You will act mainly as support for team RWBY, and if so, for other teams if they request it and have the permission from both your team and yourself."

At this point the rest of team RWBY brought themselves out of their shock and moved over to where Ruby and Ceres were standing.

"Now with that, you're officially a student of Beacon. Classes are canceled for the rest of the day. So use this time to familiarize yourself with the school and your new team, if you already didn't." Ozpin said as he turned and made his way towards the exit. Soon the rest of the teachers and students started to exit out of the room.

Ceres looked over to his new team, each with different reactions.

Ruby is vibrating on spot with a large smile on her face, excited by the fact that they received a new member to her team.

Yang has a similar reaction, but to a far calmer scale compared to her sister.

Weiss's arms are crossed and giving Ceres a stern stare, unlike the glare she gave the day before this one doesn't have any hint of distrust or suspicion.

Lastly, Blake also has her arms crossed but is giving Ceres an even stare and showing no other emotions other than apathy.

After a brief moment of silence, Ceres was the first to speak. "Well… It seems we're going to be acquainted with one another for a little while longer. First of all, Miss Schnee, are you alright?" Ceres asked with a concerned tone.

"I'm fine. Just a bit tired and sore, you won fair and square. Also if we're going to be teammates, then just call me Weiss from now on." Weiss replied dropping her stern expression.

Ceres smiled. "Alright Weiss, good to hear that you're not injured. Now secondly, what should we do now?" Before anyone could answer a certain hammer wielder came into the picture.

"Hey Ceres! That was awwwwwweeeeeesome! Your first fight with the Grimm, you completely ripped them apart! Piece by piece! And in your second fight, Weiss was all like 'Imma stab you!' but you were like 'NOPE! It's my turn!' and smashed Weiss to the ground! Then-" Nora was then abruptly cut off when Ren place a hand over her mouth.

"Nora" he then removes his hand.

"Yes Ren?"

"Calm down."

Soon all of team Juniper arrived, each wanting to congratulate their new friend.

"Hey congratulations Ceres, you did… amazing!" Pyrrha complimented with a hint of hesitation in her voice.

"Yeah Ceres, you did great. Just remind me to never get you angry. Heh heh." Jaune said in a slightly fearful tone. Ren just gave a short nod, one that Ceres returned.

An arm wrapped around Ceres shoulders by none other than Yang. "Yeah you did great Ceres! Now with you on our team, our butt-kicking power just went up by another 50 percent! The other 50 being me and the rest divided amongst Ruby, Blake, and Weiss!" Yang exclaimed with a fist pump.

"Sis that leaves 0 percent for the rest of us."

"Exactly!"

As the two sisters were arguing on who has the more "butt-kicking power," Blake then asked a question that has been plaguing her mind.

"Ceres I have a question?" Blake asked as Ceres, free from Yang's arm lock, turned towards her.

"Yes Blake?"

"You said your aura heals you instead of protecting you from harm. Is that your semblance?" At this point everyone, including the two arguing sisters, brought their attention onto Ceres. Luckily, Ceres foresaw something like this coming and made a plan beforehand.

"No. My unique aura is not my semblance. I will explain it in due time, however, I'm sure everyone here is hungry."

 **GROAAR!**

Everyone looked towards the source of the noise. It was none other than Nora, giving a sheepish smile.

"Well that answers my question. I'll explain my abilities over lunch." Ceres said as he made his way towards the exit with both teams following.

However, unbeknownst to Ceres and the group, three pairs of eyes were following them out. One pair dark grey. Another blood red. And the last, a pair of amber coloured eyes, glowing with power.

* * *

 **Location: Beacon Academy, Cafeteria**

Ceres is currently heading back towards his teams table with a small plate of food in his hands. Since he is Zerg, he can get the necessary nutrients from virtually anything he eats. Usually a handful of creep would suffice, however, he was miles away from any source of creep and making any would raise suspicion.

So he would have to settle with the meals that the rest of the student and staff usually eats. Luckily for him, he can choose what to eat. He settled for a small loaf of bread and a sizable chicken leg for his meal.

He soon arrived at the table occupied by his new team RWBY on one side and their sister team JNPR on the other.

He sat down between Weiss and Ruby and started digging into his meal. Half way into his chicken, he noticed that both team's attention was solely on him, and he knew why. After briefly staring back at both teams, he simply continued on with his meal ignoring their stares, this annoyed a certain heiress.

"Ceres." Ceres placed his chicken down and turned towards his right, looking at the person beside him.

"Yes Weiss?"

"You said that you're going to explain your semblance over lunch."

"Yes. I did say that." Weiss's left eye twitched.

"Well?" Ceres chuckled.

"After I'm done with my meal." He then turned back to his plate and saw his bread, but the rest of his chicken is missing.

 **Burp!**

 **Tink!**

He then looked in front of him and saw a single chicken bone on Nora's plate and said girl giving him an innocent smile.

He then looked back down on his plate and saw that his small loaf of bread was missing too.

By literally following the trail of bread crumbs, he looked towards his left seeing Ruby with a small loaf of bread halfway into her mouth.

She gave Ceres an innocent look. "Mmfhay fheffhes (Hey Ceres)."

Ceres gave Ruby a deadpanned stare and sighed as he brought his gaze back to his now empty plate.

Yang chuckled. "Now that you're finished your meal. Tell us all the JUICY details about your semblance." Yang demanded as both team JNPR and the rest of team RWBY nodded their heads in agreement.

"I will once I put away my plate." Ceres said. However, Nora quickly grabbed his plate and threw it behind her, hitting a large orange haired teen in the head.

 **Crash! Thump!**

"Cardin! Are you alright!? Speak to me!"

Nora started whistling innocently as the rest of her team adopted a toothy smile.

Ceres sighed. "Alright. I lead you all on long enough. As I said before my aura is not like the conventional aura. Instead of protecting me from physical harm, it instead heals me for any wound I take. However, depending on how serious the injury is depending on how much aura is used to heal said injury. And before you ask, no I do not know why my aura is like this." Ceres lied.

Months ago he researched on aura and how it's used. Overall aura is the manifestation of one's soul, protecting, healing, and empowering the user to superhuman levels. He also read that there were cases of unique types of aura among the many Huntsmen and Huntresses and thus used this information to create a fake reason for his healing ability.

Both teams accepted his explanation and moved onto the next question. "Then… What is your semblance?" Ruby asked with a confused tone. Ceres smirked. "my semblance is mind manipulation. Through direct skin contact, I'm able to read and manipulate a person's memories, one hour prior from the present." Ceres explained as everyone's eyes widened from this information. Obviously his 'semblance' was also another lie in order to hide his true abilities, this way he can use his powers freely to a limited degree and avoid suspicion.

"You said skin contact, right? Does this mean ANY form of skin contact?" Yang asked in a suggestive tone and cheeky smile as she wriggled her eyebrows. Everyone (except Nora and Ceres) blushed as suggestive images started flashing through their minds.

"YANG! THAT'S GROSS!" Exclaimed Ruby as Ceres gave Yang a deadpanned look. "Technically yes, but I prefer placing my hand on their forehead or hands." Everyone now gave a surprised look towards Ceres, and in Weiss's case, an incredulous one.

Weiss was the first to speak. "Well I for one find your semblance hard to believe. If you can truly read and manipulate minds just by… touching the other person," (heh, touching) "then prove it." Weiss challenged with a determined tone. Ceres then placed his right hand on Weiss's forehead freezing the heiress in a daze state. He then made a small show of making his eyes glow bright orange to show that his "semblance" is at work.

After a brief moment his eyes stopped glowing as he placed his hand back down on the table. Weiss soon broke out of her daze and glared at Ceres.

"Well I for one find your reason about cats being better than dogs rubbish. Dogs are truly loyal to their owners, never complains, and are a lot cuter than a mangy cat. So if you think Cats are better than dogs, then prove it." Weiss challenged with a determined expression. Everyone's eyes widened in shock and jaws hitting the floor as they stared between Weiss and Ceres.

Weiss gave everyone a glare. "What!? Don't tell me you agree with him. Ruby don't you agree that dogs are better than cats?" Weiss asked as Ruby is still giving her a dumbfounded expression.

"What's wrong with all of you!? Why are you looking at me like that!?" Weiss asked in a more frustrated tone, Pyrrha was the first to reply. "Weiss… what do you remember after when we arrived in the cafeteria?" Weiss gave the spartan an incredulous look. "Seriously? You were just right here Pyrrha! Ceres and I were arguing on which pet is better, a loyal dog or a mangy cat. Don't tell me you seriously don't remember?"

If it were possible, everyone's jaws would've dug through the ground from this situation. Ceres changed Weiss's memory into a heated argument about cats and dogs.

Jaune then started re-explaining about Ceres semblance to Weiss, once again she gave Ceres an incredulous look. "Mind manipulation? Well I for one find your semblance hard to believe. If you can truly read and manipulate minds just by touching the other person, then prove it." Before anyone could stop him, Ceres once again placed his hand back on Weiss's head and activated his semblance.

After another brief moment, Ceres removed his hand and Weiss was brought out of her daze. "Well I for one find your reason about dolphins being better than sharks rubbish."

Blake face palmed, letting out a small groan. "Here we go again."

* * *

After an hour of messing with Weiss's memories, both teams got Ceres to stop and return Weiss back to normal. Suffice to say she was pissed, however, thanks to Ceres's silver tongue he managed to convince the heiress that it was mainly her fault for not believing in the first place.

She was still annoyed though.

Both team RWBY and JNPR also made Ceres promise to NEVER use his semblance on them unless for a good reason. On other people though, they're free reign as long as it doesn't inadvertently get them in serious trouble.

After lunch team RWBY decided to give their new team member a grand tour of Beacon. During this tour Ceres had a basic understanding of the school grounds and important rooms to go to thanks to the efforts of both Weiss and Blake. Ruby and Yang on the other hand kept showing spots to either play small games, quick naps or snacks, or to have a "quickie" (Yang showed him these spots).

After four hours the group made their way back to the cafeteria for dinner, sitting with team JNPR once again. However, this time Weiss sat far away from Ceres as possible, something that Yang teased her for the entirety of their meal.

After the meal both teams made their way back to their respective rooms for the remainder of the night.

Now Ceres has just come out of the shower fully clothed in just his dress pants and sweater.

' _I always wondered why Terrans enjoy taking a shower. Now I understand.'_ Ceres thought as he placed his towel on a nearby chair. He then saw the rest of team RWBY in their respective pajamas, each doing different tasks to pass the time.

Weiss is finishing an assignment for one of her classes.

Yang is on her bunk bed playing a game on her scroll.

Blake is currently reading a book.

And finally his new leader, Ruby, is on the ground setting up a board game.

Curious Ceres made his way over to Ruby. "What are you doing?" He asked as Ruby looked at him. "I'm setting up a game so we can all play. It's a team bonding exercise." Ruby explained as she showed Ceres the cover box, it was the same board game when he first met Ruby, Remnant: The Game.

Yang hopped down from her bed and landed beside Ruby. "Oh we're going to play this game? Well you can count me in!" Yang stated as she and Ruby looked towards Weiss. "Weiss want to play with us?" Ruby asked.

Weiss sighed and made her way over to the group. "If I said no you will just keep bothering me until I join. Fine I'll play one game, and this time Yang you're going down." Weiss declared with a determined expression. Yang returned the look with a predatory grin.

Ruby looked over to Blake. "No Ruby, I don't want to play. Isn't this game supposed to be four players only?" Blake said but Ruby gave her the infamous puppy pout.

Blake's will crumble from the sight.

"F-fine. But I'm just going to watch." Ruby squealed in victory as Yang finished setting up the game. The game is the exact map of Remnant but divided for board game play-ability, each continent has their own set of toy figures acting as troops for each of the specific continent, as the Grimm is located in the dragon continent. Yang then starts to hand out seven cards to each player.

"Alright Ceres, this is how you play. You choose one of the four kingdoms or the Grimm. Then with your given army and territory you must attack and conquer all of Remnant. The cards are there to give bonuses to your armies when you attack or defend. You're immediately eliminated from the game if your kingdom is taken over or in the Grimm's case if your entire army is wiped out." Yang explained as Ceres soaked in this new information.

Yang smiled. "Now since you're a newbie to this game, you get first choice on which army you want to use." Yang offered.

Ceres pondered for a brief moment on which army to use. He then smiled and picked up a figure of a Beowolf. "I choose the Grimm." Yang and Ruby whistled. "The Grimm eh. That is personally my favorite army, but they're hard to play since they can only get more units with more territory they conquer. Are you sure you want to play them?" Yang asked as Ceres replied with a curt nod. "Alright then don't say I didn't warn you. Now since I'm next to choose I pick… Atlas!" Yang declared.

Ruby grumbled. "That's my favorite army. Fine then! I pick Mistral!" Ruby declared as she lifted a soldier piece dramatically in the air.

"Then I'll pick Vacuo once again." Weiss stated, Yang grinned.

"Now that just leaves Vale as neutral territory. Now let's play. But I got to warn you Ceres, you're looking at the undefeated champion of Remnant: The Game!"

"Until Neptune beat you."

"Shut up sis, that didn't count. Anyway! I'm not going to go easy on you just because you're some newbie. Buuuuut, if you ask nicely I can spare you of a humiliating defeat." Yang boasted, however, Ceres just gave her a calm smile. "Thank you for the offer Yang, but I think I'll be fine."

Ruby then hopped onto her feet, a finger held dramatically in the air. "Now with that out of the way. I declare this game TO BEGIN!" Ruby exclaimed as she quickly sat down and started the game.

"Prepared to get steamrolled by the Yang train Ceres." Yang boasted

Unbeknownst to her, Ceres is smiling on the inside.

' _This should be an interesting game. Let us see what you can do, Yang Xiao Long."_

 **1 Hours later…**

Yang is panicking. Ruby and Weiss were hugging each other, smiling with glee. Blake's attention was fixed solely on the outcome of the game. And finally, Ceres sat across from Yang, smiling like the devil himself.

The game started out simple, at first as each player were taking and retaking territory. However, around 20 minutes into the game Yang knocked out Weiss, taking over her territory and virtually surrounded Ruby's kingdom. Ruby desperately fought back but after another 20 minutes she too succumbed to Yang's army and was virtually eliminated. Both Ruby and Weiss both cried comically afterwards.

Yang then set her sights on Ceres, declaring that she already won and offered a last chance to surrender.

That's when things started to take a turn for the worst for Yang.

Ceres, with a great show of tactics, strategy, and surprising amount of luck, completely turned the tables on Yang. For almost 20 minutes straight Yang has lost all of her conquered territory one by one to Ceres's never ending tide of Grimm. Every time she tried to attack, Ceres defended with strategic genius. Every time he attacked, all that was left was the remains of a destroyed army and Grimm moving ever closer to her capital kingdom.

Now Yang is sweating bullets, she is down to her last territory, her kingdom, surrounded by legions upon legions of highly elite Grimm.

She was thinking up every strategy that could get her out of this situation. But now she has to gamble on the one card that she has to pick up in order to save her.

Ceres chuckled. "What's wrong Yang? You seem nervous. That's unfitting for the so called 'champion'. Are you perhaps scared of losing?" Ceres asked as both Weiss and Ruby laughed at her expense.

Yang became angry.

"No! I'm not scared!"

"Then why are you shaking?" True to his word Yang's hand that is over the deck is shaking.

Ceres chuckled again. "Since your defeat is imminent. I'll give you one chance for surrender from a humiliating defeat." Ceres offered with a cocky smirk as both Ruby and Weiss giggled.

Yang's eyes turned red.

"NO! I will never surrender to someone like you! I still have a turn left!"

"Then by all means… Pick up your last hope for salvation."

Without hesitation and more out of anger, Yang picked up her final card for the turn. She looked at the card for a brief moment, her red eyes turned back to normal and all traces of anger turned into an expression of victory and hope.

Yang then shoved the card into Ceres's face. "Well looky what I got here. I use the Atlesian Fleet card! Now my forces can pass over your army and attack each of your kingdoms directly!" Yang exclaimed with a smug grin. Both Ruby and Weiss adopted a look of worry as both looked over to Ceres. Ceres's devilish grin turned into a look of concern.

Yang started laughing. "HA HA HA HA! What happened Ceres?! Feeling down that I just one upped you! It looks like lady luck was on my side on this one!" Yang said as Ceres face palmed and started chuckling.

Yang continued. "What's the matter Ceres? Laughing at your defeat?" Ceres then looked towards Yang with a devilish grin, this greatly unnerved Yang.

"No… I'm laughing at yours." Ceres then pulled out two cards from his hand. "You activated my trap cards. Murder of Crows and Aerial Blockade." Yang's expression turned into one of horror. "Murder of Crows collects every Nevermore I have out on the field and instantly move them near my Alpha Nevermore." Coincidentally his Alpha Nevermore was part of his forces surrounding Yang's kingdom. "Then my second card, Aerial Blockade, blocks any attempts or movements of aerial attacks through a tile where my air units are on." Yang then looked back on the board and saw the new circle of Nevermores surrounding her kingdom and forces, virtually blocking them and rendering her attack card useless.

Ceres continued. "Also my first card has a special effect of demoralizing your army, thus you miss turns depending on my dice roll." Ceres then rolled a single die and rolled a three. "Three turns. Just enough." Ceres said as he started his turns.

"First I destroy your fleet…"

Ceres knocked over the Atlesian ship figure.

"Then your forces…"

Next were the soldier like figures.

"Then finally… Your very kingdom."

Ceres then moved a single Beowolf over her Kingdom.

"Checkmate."

Silence.

Yang blankly stared at the board. Ruby and Weiss were silently celebrating. Blake was holding in a laugh. And Ceres has his arms crossed with a smug grin pointed at Yang.

After a brief moment of silence, Yang's eyes turned red.

"THIS IS BULLSHIT!" She then flipped the entire board, sending both cards and board pieces flying everywhere. "YOU CHEATED!"

"How did I cheat Yang?"

"YOU USED YOUR MIND READING POWERS TO CHEAT!"

"Um Yang?"

"Pray tell how and when I used my semblance on you when I didn't even touch you?"

"DON'T LIE! YOU USED YOUR SEMBLANCE TO CHEAT! HOW ELSE COULD YOU HAVE WON!?"

"Um Yaaang!?"

"I didn't use my semblance Yang. Just face it, you lost to me fair and square."

"WHAT!? Why I outta-"

"YANG!"

"WHAT!"

"SOMEONE'S AT THE DOOR!" Ruby exclaimed as Yang stormed over to the door and slamming it open.

"WHAT DO… you… want…" at the door was none other than Professor Goodwitch, who has an extremely annoyed expression on her face.

"Miss Xiao Long. Do you know what time it is?" Goodwitch asked in a restrained tone. Yang looked towards the clock and saw the time. "9:45." She answered.

"Yes and around this time you should either be quiet or asleep. Now I have received many complaints from other dorms about loud and disruptive yelling coming from this room. Now I understand why." Yang nervously gulped.

"I suggest you either quiet down or go to sleep. Am I clear?" Yang gave a quick nod. "Good. Have a good night miss Xiao Long." Goodwitch said as she soon left. Yang closed the door and turned to give Ceres an angry glare.

"You still cheated."

"Whatever you believe Yang." Ceres replied as Yang angrily hopped onto her bed. Soon Ruby, Weiss, and Blake soon made their way to their own beds as Ceres cleaned up the board game.

Once finished, Ceres put away the board game and made his way to his makeshift cot in the middle of the room.

"Good night everyone."

"Good night Ceres."

"Good night."

"Night."

"Shut up." Ceres chuckled as he soon lied down, waiting for everyone to fall asleep.

After four hours of making sure everyone in the room is asleep, Ceres then sat up from his cot and contacted his Broodmother.

" **Galash. Are you there?"**

" **Yes my master what do you need of me?"** Galash answered.

" **I need an update on the Brood. What has happened while I was away?"**

" **I have successfully cleansed your territory of any Grimm and started four new hive clusters in strategic points around the continent. Your forces have also grown to two million while your fleet has grown too, little over half a million in strength with two more Leviathans still growing in space."** Ceres nodded to himself.

" **What else have you created? I noticed a new but familiar Zerg signature among our brood."** Ceres asked. Galash immediately replied. **"Yes I have created an old Zerg unit among the excess Zerg DNA catches. The Defiler my master."** Ceres raised an eyebrow in surprise. **"The Defiler… How interesting."**

" **It indeed is my master. The Defiler has numerous abilities that can greatly assist your Brood. Other than the basic abilities that comes with all Zerg units, the Defiler specializes in bio-chemical warfare, as you already know from your past. In battle, the Defiler surrounds itself and nearby Zerg units in an orange cloud of microscopic Zerg bio-forms, blocking all but the most powerful of range attacks. If low on energy, it can consume other Zerg units to replenish a large amount of its energy or burrow underground to do the same but at a slower rate. However, all that pales in comparison to its most devastating ability, the Plague. As you already know, the Defiler releases red toxic spores onto enemy units, slowly destroying them from the inside out."**

Ceres was impressed. **"Good work Galash. The Deflier will certainly help the Brood."** Ceres paused. **"How is Violet doing?"**

" **The little one is doing well my master, but she is constantly asking when you will visit."** Ceres adopted a worried expression. **"Tell her I'll visit as soon as possible and to suspect me to come this weekend."**

" **Yes my master I will do as you say."**

" **Also begin creation of another Broodmother and prepare a Leviathan for a long term space travel. When the Broodmother is born, alert me immediately so I can give her an important task."** Ceres ordered.

" **As you wish, my master. If I may ask, what is this task you plan of giving to the new Broodmother?"** Galash asked with a curious tone.

" **This task is important for our return to the Koprulu Sector. The Broodmother's task is to travel around this sector of space and find any traces of any of our kin or the other two races. This can also tell us where we are specifically in the universe and potentially how far we are from our home."** Ceres explained.

" **I understand and will do as you say."**

" **Alright Galash return to your tasks and alert me on any important events."** Ceres ordered as he cut telepathic communications with the Broodmother.

He soon laid back down on his cot, staring at the ceiling.

' _Soon. I will be back home and to lead the Swarm once again. Soon.'_ Ceres thought as he turned in for the night.

 **Location: Forever Fall Forest**

In the forest of eternal red, a pack of Beowolves were trudging through the forest grounds, looking for potential prey.

The Alpha of the group was no ordinary Alpha, it's as old as some of the trees in the forest. The alpha was covered head to toe in thick bone-like armor as its leading its pack through the forest.

 **BOOM!**

Suddenly it saw a bright flash of light in the distance and what sounded like a thunder clap. In curiosity, the ancient Grimm started to lead its pack towards where the light originated.

When the pack arrived the Alpha ordered the lesser Beowolves to start surrounding the area. What they saw was a fairly large and still smoking crater. The Alpha was about to make its way to the middle until something moved within the crater. As the smoke cleared the object rose to its full glory.

It was a creature that the Alpha has never seen before. It looked reminiscent to a lizard, however, it has dark blue scaly skin, darker in some areas and lighter in others. It was easily larger in both height and bulk compared to the oldest of Ursa Majors. Brown carapace armor and spines adorned its body in various areas around its torso, back, its massive arms, and even its tail, shaping it into a gruesome trident. it has two pairs of limbs, two small legs that were disproportionate to its body and two massive arms, rippled with muscles, and a pair of hands with four fingers ending with long razor sharp claws. It also has a large jaw and its mouth filled to the brim with viciously sharp teeth. However, what really unnerved the Alpha was its three pair of glowing yellow eyes, filled with a primal hunger for prey.

And it was looking directly at the Alpha.

The Alpha was no fool. It survived for as long as it did by being cautious of the unknown. And right now, even though it doesn't know what the creature is, the Alpha knows a predator when it sees one.

Unfortunately, the same can't be said for the rest of its pack.

As soon as the unknown creature moved forward towards the Alpha, a Beowolf became impatient and leaped at the beast.

However, the beast saw this coming and with great reflexes, smashed the Beowolf mid-air to the side. Said Beowolf smashed through three trees and crumpled to the ground, dead.

This set off the pack as every Beowolf, sans the Alpha, charged the unknown beast, however, the beast was not deterred as it started to fight back.

The Alpha watched as its pack was easily being ripped apart by the unknown beast. The Beast crushed a Beowolf's head with its massive fist, many were eviscerated by the beast's claws, and the last was brutally ripped in half as its blood and guts spilled all over the beast. The beast also seems to be unaffected by any of the attacks that its packs did against it, their attempts just only fueled the beast's rage. When the last Beowolf fell, the beast sets its eyes on the Alpha with the same primal hunger from before.

The Alpha knew it couldn't win, so it started to run away as fast as it can in a long time. As the Alpha started running it felt the very earth tremble at its feet as it knew the unknown beast was giving chase.

The Alpha took a quick peek behind it and to its horror the Beast was rapidly gaining on its tail, leaving a trail of destruction behind it. At this the Alpha tried running faster, however, it was too late.

The massive beast lunged and tackled the Alpha to the ground. The Beast was on top of the Alpha, pinning it on the ground with a single massive hand. The Alpha tried desperately to escape but it was all for naught as the beast grabbed its head and started to pull.

 **Pop! Crack!**

In sickening cracks and pops, the beast ripped off the head of the Alpha and started to feast on its body.

Once the beast had its fill, it then started to change.

The beast started to grow, its dark blue skin turned as black as night, its carapace armor and spines turned bone white with red markings. Finally, It's lower jaw is now covered in a bone white carapace and its eyes glowed bright red.

When its transformation was done the Beast reared back its head.

And let lose a primal roar.

"RRRRAAAAAAAAAAAAAAAAAHHHHHHH!"

 **AN:**

 **Well that's another chapter over I hope you all enjoy it. Once again sorry for the delay.**

 **Now to answer some question:**

 **Why did Ceres join Team RWBY? Why not make him a lonewolf or teacher assistant? I know many of you have your fair share of cliché "Character joins team RWBY" believe me I know your pain. But the reason why I did this is because it's DETERMENTAL to the plot that he has to be on team RWBY. I have something planned for future chapters. (No Spoilers).**

 **What timeline is this? Some of you may already know but for those who are wondering it's before team RWBY fights the Atlesian Paladin.**

 **What was that at the end? Some of you may know but if you want confirmation just give me a PM and I will tell you.**

 **Now as many of you know I asked before whether I should do a romance fic or not. I decided not to do one because I find it too much work to write alongside the other drama I'm currently writing. I hope you all understand.**

 **Also good news, VexMaster gave me permission for the scene where Violet first met Spike so now I can keep it up without rewriting it.**

 **Now since I have been away for such a long time I decided to make a fun little OMAKE for you guys.**

 **Just a note this omake is NOT part of the actual story and I'll post omakes when I feel like it.**

 **Omake:**

 **Cardin vs. The Bearded Ox**

 **Location: Combat Arena**

"That's enough! Jaune Arc is eliminated! Yang Xiao Long wins! Now can someone please get Mr. Arc out of the wall?" Glynda asked as Nora ripped a bedraggled Jaune out of the arena wall as he mumbled something that sounded like a thanks.

When both Jaune and Yang returned to their seats, Glynda continued.

"Alright everyone. We have enough time for one more sparing match." As Glynda said this, the screen started shuffling for two more combatants. Once it was done, Glynda called out the combatants.

"Alright, Cardin Winchester versus… Bjorn Hammerhead of Shade Academy. Please come down to the arena." Glynda said. Soon the two combatants stood apart from each other.

On one side was Cardin Winchester with his mace place over his shoulder.

Right across from him was the shortest Faunus he has ever seen. The man was the same height as Ruby, basically dwarf like in height. He is also wearing chain mail for armor and a Viking helmet with his ox horns jutting through the holes of his helmet. But the most noticeable feature was the large bright orange beard he has. The beard itself was almost the same height as him and it made him seem a lot older than he truly is.

As the two combatants stared down at each other (in Bjorn case staring up) Glynda started the match.

"Alright. Both combatants ready? Three. Two. One. Begin!" Cardin started to laugh at the dwarf.

"And I thought the Faunus were already pathetic. But then you come along and-"

"Shut it human! Can't you see that I'm busy staring into your eyes?" Bjorn interrupted. Cardin got annoyed.

"What? Do you want cry about it short stuff?"

"NO!"

"Then why don't you just-" Cardin got cut off again.

"ALRIGHT, LISTEN TO ME YOU RACIST PIECE OF SHIT! IF YOU WANT TO FIGHT WITH YOUR SHIT STAINED PUBIC HAIR YOU CALL A WIG! I'M GONNA WRECK YOUR SHIT SO HARD THAT YOU WON'T EVEN BE ABLE TO WALK WITH YOUR LIMP DICK!"

"I'M GONNA SHOVE MY FOOT SO FAR UP YOUR SHAVEN PERFECT LITTLE ASS THAT YOUR BREATH IS GONNA SMELL LIKE SHOE POLISH!"

"THEN I'M GONNA TAKE THAT LITTLE RED ANAL BEAD IN YOUR WEAPON, AND PUSH IT IN YOUR FACE!"

"I'M GONNA FLAGELLATE YOU WITH MY FUCKING BEARD!"

"I'M GONNA BUILD YOU A PAIR OF MECHANICAL BALLS, AND USE SURGICAL PRECISION TO SEW THEM TO YOUR GROIN WHERE YOUR MANHOOD OUGHT TO BE JUST SO THAT I CAN KICK THEM WITH MY IRON FUCKING FEET! YOU TWAT!"

Silence. Just utter silence.

After a moment of brief silence. The audience exploded with laughter, especially the Faunus students.

Cardin however, was filled with so much embarrassment since he couldn't come up with a good comeback. He was so embarrassed that he decided to forfeit.

"Miss Goodwitch, I-I forfeit!" Before Glynda gave the declaration Bjorn interrupted her.

"I KNEW YOU FHARKIN' RACISTS HAD NO HONOR!"

"NO RESPECT!"

"NO BEER!"

The audience laughed even harder, some collapsing trying to breath.

"Alright settle down everyone! Bjorn Hammerhead wins by forfeit!"

With this Cardin rushed out of the arena covering his face in embarrassment.

Bjorn waved at him. "Goodbye! Have a great day!"

 **AN:**

 **That's it for that omake. If you know the reference of where this omake came from then good for you. Leave a review, suggestion, or a comment in the comment box below.**

 **See you all next chapter.**


	10. Zerg Unit Codex 2

**AN:**

 **Hello everyone, sorry this isn't a chapter, but working on the latest chapter as we speak.**

 **As you can see its another Zerg Unit Codex, updated with the new Zerg units/upgrades.**

 **For those who are wondering, the beast from the last chapter was a Primal Ultralisk Grimmified.**

 **And if you're wondering this Primal Zerg WILL be a major concern in the future, so don't worry.**

 **Now here it is.**

 **Zerg Unit Codex**

 **Universal upgrades:**

Burrow

Burrow move.

3 Melee attack

3 Missile attack

3 Flyer attack

3 Carapace armor ground/air

 **Drones:**

Swarm Strain: Able to spawn 4 drones at the price of 1.

Spawn Time: 10 min

 **Overlord:**

Generate creep

Ventral sacs: Able to carry Zerg units

Pneumatized carapace: Increases overlords/overseers speed by 50%

Morph to Overseer

Spawn time: 20 min

 **Overseer:**

Detector: Able to see/reveal hidden enemies and see through illusions

Contaminate: Able to cover target structure in slime, trapping any targets inside

Pneumatized carapace: Increases overlords/overseers speed by 50%

Spawn Changeling

 ***NEW*** Psionic Jammer: Able to jam communications in a large area

Morph time: 10 min

 **Changeling:**

Assimilation: Able to assimilate and kill target and transform/impersonate into target perfectly and gains all memories from target

Spawn time: instant

 **Queen:**

Spawn Larva: Releases pheromones on targeted hive to decrease larva spawn time by 50%

Spawn Creep Tumor

Transfusion: Heals target Zerg unit or building

Rapid incubation: Releases pheromones onto a group of eggs to decrease spawn time by 50%

Spawn time: 40 min

 **Zergling:**

Raptor/Swarm strain: Able to spawn 4 zerglings at the price of 1. Zerglings can leap to higher terrain and towards enemies to close distance.

Adrenal glands: Increase zergling attack rate

Metabolic boost: Increases zergling movement speed by 60%

Hardened carapace: Increases zergling health

Morph to baneling: Able to morph into a baneling

 ***NEW*** Yellow Dust: Zergling ignores and reduces enemy's armor

Spawn Time: 15 min

 **Baneling:**

Hunter Strain: Banelings able to jump up and down cliffs. Also leaps to chosen target

Centrifugal hooks: Banelings are able to roll, increases movement speed

Corrosive acid: Deals more damage to primary target

Rupture: Increase blast radius by 50%

Regenerative acid: Friendly **Zerg** units and structures that are within the baneling's blast radius is healed

Spawn time: 10 min from zerglings

 **Roach:**

Corpser strain: Target killed by Roach will spawn two roachlings from corpse.

Rapid regeneration: Regenerates health extremely fast while burrowed

Glial reconstitution: Increases Roach base move speed

Tunneling claws: Able to burrow move at full speed and increases regeneration while burrowed by 100%

Hardened carapace: Adds 3 armor

 ***NEW*** Green Dust: Increases Roach's range attack

 ***NEW*** Morph to Ravager: Able to morph into a Ravager

Spawn time: 20 min

 ***NEW* Ravager:**

Red Dust: fires explosive projectiles at long range

Glial reconstitution: Increases Ravager's base movement speed

Morph time: 10 minutes from Roaches

 **Hydralisk:**

Impaler strain: Hydralisks can morph into the Impaler. Morph time: 10 min

Muscular augments: Movement speed increased by 25% and increases range attack

Frenzy: for 15 seconds increase Hydralisks attack speed by 50%

Ancillary carapace: Increases Hydralisks health

 ***NEW*** Red Dust: Spines now explode, Increases Hydralisks range damage

Spawn time: 25 min

 **Infestor:**

Neural parasite: Fires a parasite to biological or mechanical unit to take control of it for an infinite amount of time

Fungal growth: Targets in area of effect will become immobilized and is damaged overtime. Last 10 seconds

Infested terran: Spawns an infested terran egg, after 5 seconds hatches an infested terran

Spawn time: 35 min

 **Swarm host:**

Carrion/Creeper strain: Locust produced by swarm host can now fly and attack air units. Also when burrowed, can generate creep and burrow to any area with creep

Spawn Locust: Spawn 4 locust with limited life span of 10 mins, spawns every minute

Rapid incubation: Increases locust spawn rate by 20%

Pressurized glands: Increases locust attack range by 10%

Spawn time: 30 min

 **Ultralisk:**

Torrasque: When an ultralisks dies, its corpse turns into a chrysalis. After a brief moment, the chrysalis hatches a new ultralisk at full health.

Chitinous plating: adds 4 armor

Frenzy: Ultralisks is immune to stuns, snares, mind control and movement altering effects

Burrow charge: burrows and charges target location, stunning and knocking back all units in the area effect

Tissue assimilation: Heals every time ultralisks attacks

Monarch blades: Deals 25% more damage

 ***NEW*** Yellow Dust: Attacks ignore armor

Spawn time: 55 min

 **Hunter Killer:**

Rapid regeneration: rapidly regenerates health

Muscular augments: Movement speed increased by 50% and increases range attack

Frenzy: for 25 seconds increase hydralisks attack speed by 50%

Ancillary carapace: Greatly increases hydralisks health and add 2 armor

Mono-blades: does increased damage to armored units

Tunneling claws: moves 100% while burrowed

 ***NEW*** Yellow Dust: Melee attacks ignore armor

 ***NEW*** Green Dust: Increases range attack

Spawn time: 1 hr 15 min

 ***NEW* Defiler:**

Dark Swarm: Shields itself and surrounding friendly Zerg units from all but the most powerful range attacks

Consume: Consumes a friendly Zerg unit to gain a large amount of energy

Burrow: Can burrow to slowly regenerate energy reserves

Plague: Sprays target area with red spores, slowly damaging all effected units and revealing any hidden enemies

Metasynaptic Node: Increase overall/starting energy reserves

Spawn time: 50 min

 **Scourge:**

Scourge swarm: Spawns 4 scourges for the price of 1

Corrosive acid: Deals more damage to primary target

 ***NEW*** Green Dust: Increases base movement speed

Spawn time: 15 min

 **Mutalisk:**

Viper strain: Morphs into a viper

Tissue regeneration: Greatly increases health regeneration

Sundering glave: Deals 100% increased damage to a single target, no longer bounces

 ***NEW*** Green Dust: Increases base movement speed

Spawn time: 25 min

 **Viper:**

Blinding cloud: creates a thick cloud onto target area

Abduct: Pulls target to the viper's location

Parasitic bomb: Creates a parasitic cloud that damages all air units in the clouds range. Lasts 7 min

Consume: Drains life from target Zerg structure to gain life/energy

Morph time: 10 min

 **Corruptor:**

Caustic spray: spews a stream of acid at ground target

Morph into Brood lord: Morphs into a brood lord

Spawn time: 30 min

 **Brood lord:**

Broodling swarm seeds: spawns 4 broodlings for each attack

Acid glob: Long range air attack does more damage to armored air targets

Morph time: 20 min

 **Leviathans**

Bio-plasmic discharge: fires a large glob of acidic plasma at target for massive damage

Spawn Swarm: Able to spawn any Zerg unit, besides its own type, into battle

Spawn time: 1 month

 **AN:**

 **So here is the new updated codex. Hope you like it.**

 **Now this next part is IMPORTANT.**

 **Some of you have been asking me to add in either Terrans, Protoss or both into the world of RWBY, either as a displaced OC or a large group/army.**

 **However, these were just some readers that asked, now what I'm asking from the rest of you is:**

 **Would you like to see Terrans or Protoss in my story?**

 **Comment or PM me on your vote whether or not you would like to see more of the other races on Remnant, the voting will last until the next chapter is out.**

 **HOWEVER, if majority of you say YES to Terrans and Protoss on Remnant, here is the catch. I decide on my own OC's or whether or not a single person or an entire army comes to Remnant.**

 **If you're wondering, why I'm hesitant on putting Terran or Protoss OC's or armies in my story, this is why:**

 **I've read many Fanfics that tries to juggle multiple OC's in and out of the canon storyline. Many of the fanfics I read soon made these OC's into background characters with bland, stereotypical and boring character development to the point that the author gives up on them or even the story.**

 **As for those fanfics that actually succeeded the authors are masters at what they do and I'm sure even they have some trouble with new OC's.**

 **What I'm afraid is that I have already have a plan for my story, and by adding OC's I'm afraid I make that OC bland, boring and stereotypical for you readers and drive this OC into a wall of no return.**

 **However, as you're reading this I'm already making plans to avoid this and for the arrival and roles of potential new OC's if the votes say yes.**

 **Thank you for those who understand and I'm working on the latest chapter.**


	11. Chapter 7: The Truth

**AN:**

 **Hey everyone sorry for the long wait. Had some things to do for the upcoming summer.**

 **Any way, as many of you know I held a vote whether or not to add in Terran or Protoss to my story.**

 **Well many of you gave your votes and I ultimately came to a decision.**

 **After some planning with my story I decided to add in the Protoss.**

 **Now before you start asking why, I will explain it now that I found a way to add in a CERTAIN Protoss faction into the story. All I can say is that this Protoss faction is now crucial to the overall plot and will have an impact on Remnant.**

 **Now many of you may guess what this faction is but I'm not spoiling the identity of this faction till they show themselves.**

 **I believe this decision will satisfy many of you. And if not, well my story my rules.**

 **Now with that out of the way onto the story.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 7: The Truth**

 **Location: Beacon Academy, Grimm Studies**

"I remember the time of my youth when I saved a mother and her daughter from a pack of Beowolves. It was TRULY glorious!" Professor Port states in a jovial tone.

However, half of the class didn't share his enthusiasm as they were either asleep or trying (but failing) not to.

It has been three days since Ceres completed his initiation into Beacon. During the three days he's been in the academy, he familiarized himself with many of the facilities and classes the school had to offer.

First there were the classes that he had to attend alongside his own team and coincidently that of team JNPR. There were three main classes, History, Grimm Studies, and Combat Class, each of these classes are at least 2-3 hours long.

Right now he is currently listening to one of Professor Port's many stories about his past deeds as a Huntsman.

Suffice to say Ceres was intrigued, not by the way the portly man tells the story, but how he deceptively hides the truth from his class.

As the professor is telling his "glorious" story, Ceres is using his psionics to see the real story.

"Once I arrived. I saw the fair lady and her child surrounded by vicious Beowolves…"

" _Both mother and daughter were cowering before the pack, as the body of a man laid just a few feet from them, in a pool of blood."_

"So with great courage I charged in! Weapon raised high!"

" _The pack attacked. The mother desperately trying to shield her child from the Grimm. In desperation I charged, in hopes of saving them."_

"The Grimm fought back. But they were NO match for me! And thus I slain them all and saved both the fair lady and her child, and returned them home."

" _After killing the Beowolves, I turn to check both the mother and daughter. The mother was bleeding profusely from a deep stab wound on her stomach, barley alive. Her daughter was desperately crying over her mother's unconscious body, begging for the now deceased man, who was her father, to save her. I quickly carried both the mother and child back to the village. Praying to Monty that there is still hope to save the mother."_

"HOWEVER! As I returned them home. A great Ursa Major erupted from the forest! I then faced the beast in mortal combat! I took my trusty weapon and then I-"

 **BEEP! BEEP!**

The classroom clock hits four, signaling the end of both the class and the professor's "interesting" story.

"Oh. Uh. Time that one wrong I guess. Well the stunning conclusion to the story will have to wait. Until next time." Port said as the students started to leave.

Ceres stood from his seat and was about to make his way towards the professor until someone grabbed his shoulder.

"Hey Ceres where are going? The exit's this way." Ceres turned and saw Yang with a curious expression. "I'm just going to ask the Professor about his story. I'll meet you girls back at the room later." Ceres replied.

Yang gave him an incredulous stare. "Are you sure about that? He might tell you another 'amazing' story." Yang warned in a sarcastic tone, Ceres chuckled. "Don't worry. I'm sure this won't take too long. You and the others can go… unless you want to join me for another 'amazing' story?"

Yang's eyes widened as she quickly shook her head and sped off, quickly grabbing the rest of her team and ran out of the room. Once it was just Ceres and the portly professor, Ceres made his way towards said professor.

Professor Port soon noticed that Ceres hasn't left his classroom yet. "Ah Mr. Kerrigan! What are you still doing here my boy? Students are usually so eager to leave my room and out enjoying the rest of their youth while they can." Professor Port asked in his usual jovial tone.

Ceres smiled. "I actually wanted to say what an interesting story you shared with the class. I have never heard such an… interesting tale before. Especially the way how you presented it." Ceres complimented as Professor Port beamed with pride.

"Well my boy, this is a nice surprise! It fills me with pride that you greatly enjoy my stories! But may I ask, in what way do I present them that you find so interesting?" The professor asked.

"What I found so interesting is how you greatly glorify your past deeds. Either you're doing this in order to make yourself look more like a hero or you're doing this in order to… hide the something else." Ceres answered in an inquisitive tone. The aura of pride that surrounded Professor Port was now gone and replaced with a more serious and grim atmosphere.

As both student and teacher stared at one another for what seemed like an eternity, soon the professor relented.

*Sigh* "It appears you saw right through me Mr. Kerrigan, how very perspective of you." Professor Port said in a sad and tired tone. He then sat down at his desk. "Tell me… What gave it away?" Port asked.

Ceres replied. "It was the way you told your story. You were vague on some parts and never describe the conditions you or the people you were trying to save were in." Port sighed once again.

"I see… You're right, I was vague in some point of my stories and for good reason. In all my years as a professor, I see students come and go through my classroom, and in almost every new student I see the same thing. A naïve, innocent and over glorified outlook on the life as a Huntsman and Huntress. I know that one day they will face the horrors of being a Huntsman or Huntress, but for even a short time I wish to preserve that innocence. That is why I became a Huntsman, to protect and preserve the innocence of the younger generation." Port explained as the room once again became quiet.

After a brief moment of silence Ceres spoke. "That is a noble goal. However, you of all people know that in a world like this in order to protect those you deem innocent sometimes you have to show them the truth about the world around them. Especially to the students that come and go through your classroom. Isn't that your job as a professor, to prepare the next generation of Huntsmen and Huntresses for the battles ahead?"

Professor Port pondered on what Ceres has told him. "You're right Mr. Kerrigan. It is my job to prepare the next generation of Huntsmen and Huntresses. However, I still hold onto my belief of preserving their innocence. But thank you none the less for this talk, I feel like a heavy weight has lifted off my shoulders." Port said as his jovial mood returned. Ceres merely nodded in return.

"I'm glad that I can be of some help. Now I apologize but I need to get going. Need to meet someone important." Ceres said, Professor Port raised a curious eyebrow. "Is it someone from your village?"

After Ceres's initiation every professor was given his documents to look over. On his documents is a brief biography of his life in Oka Village and what has transpired. Of course this document is entirely fake but it also has some aspects of the truth.

Ceres stopped at the door and smiled. "Yes. Someone very important to me. And the reason why I'm here."

Port chuckled as he nodded. "Well then. Don't let me keep you waiting. Go now and have a wonderful weekend my boy!" The professor said, adopting his jovial attitude once again.

Ceres nodded in appreciation and soon left the classroom, eager to meet his reason of purpose once again.

* * *

Ceres was taking his time walking back to his team's dorm room. During this time, he decided to contact his brood.

" **Broodmother Galash. Are you there?"**

" **Yes, my master. What do you need of me?"** Galash replied.

" **Are the preparations ready?"**

" **Yes, Broodmother Lysandra and her Leviathan is ready to leave at your command."** Ceres nodded to himself. **"Good. Broodmother Lysandra hear me."**

" **Yes my master. Do you wish for us to depart for our mission?"** Answered Lysandra. Two days ago when Lysandra was created, Ceres told her of her mission to explore the sector and if so, find any traces of either Zerg, Terran, or even Protoss colonies and report back if so. It also took two days afterwards in order to prepare a Leviathan for such a mission.

" **Yes Lysandra, leave at once. And remember, your mission is imperative for our brood's return to the Koprulu sector. Be careful where you venture."** Ceres warned.

" **I will not fail you, my master. I will leave at once."** Lysandra replied, soon Ceres felt the Leviathan housing Lysandra leaving for their mission.

Ceres then brought his attention back to the other Broodmother. **"Galash I need an Overlord for transport. How soon will it arrive?"** Asked Ceres, Galash replied. **"In three hours if we use the ones in the atmosphere above your position. I will send one now my master."**

Ceres nodded to himself. **"Good, have the Overlord track my position at a safe distance. I will go to a secluded area for pick up. We wouldn't want anyone to discover our species just yet, especially a certain General."** Ceres said in a annoyed tone near the end.

" **Yes I agree master. I'll have the Overlord wait at a suitable distance till you are fully isolated."** Galash states, but before the communications were cut Ceres ordered. **"Tell Violet of my coming and expect to see me later today."**

Ceres can feel Galash's excitement of bringing such news to Violet. **"Yes master. I'll do as you say. She will be most eager to see you once again."** Galash replied as Ceres soon cut telepathic communications.

He soon arrived at his destination, however, he can hear Ruby from inside the room giving orders to her team and two new acquaintances from what he could sense.

"Alright. I'll go with Weiss. Sun, you can go with Blake. And Neptune, you can go with Yang since she doesn't have a partner. Everyone good?" Ruby asked.

"Actually Ruby, why don't you go with Yang. After all she is your sister." Weiss interjects, Ceres doesn't need to read her mind to know what her ulter motives are with this person named Neptune.

"But Weiss, who would go with you then?" Ruby asked in a confused tone.

"Well, I guess Neptune could come with me." Answered Weiss in a somewhat hopeful tone. However, Ruby simply laughed in return.

"Ha! Ha! Nah!"

"But! But!" Ceres heard Weiss's plead as a sound of something is being dragged was heard. Soon the door opened in front of Ceres and stood his team leader, dragging Weiss behind her.

When Ruby noticed Ceres in front of her, suffice to say she was surprised.

"Ceres! What are you doing here!?" Exclaimed Ruby in a panicked tone. Ceres raised a curious eyebrow as he took noticed of Ruby's new attire.

She was wearing her usual red cloak, however, she is now wearing a dark grey corset with red laces over a light grey long-sleeved shirt with a small metal covering on her left shoulder. She is also wearing a red skirt with a large black rose symbol and her usual black pants stockings and combat boots.

He then looked at the rest of team RWBY and noticed they also changed their attires also.

Weiss is wearing a stylish white jacket with a skirt and black trims and buttons. She is also wearing white high heeled boots to match.

Blake still has her black ribbons and bow, but she is now wearing a white collared shirt with the collars up and black sweat pants with white stripes on the side and black high heels.

Finally, Yang is wearing a jacket with the arms, shoulders, and collar colored black and the rest colored very light brown, almost white, with yellow trims at the sleeves and a loose belt around her waist. She also has the jacket opened to reveal some of her chest, she is also wearing a black shirt underneath the jacket. She is wearing black boots and a black gaterbelt and on the side of her stocking is her symbol. She is wearing her usual fingerless black gloves with her gauntlets in their dormant form.

Ceres also noticed the other two males in the room. One is a sun tanned boy with spikey blonde hair and had an equally blonde furred monkey tail. He is wearing a white collared jacket that was fully opened to show his muscular physique and a simple golden necklace. He's also wearing red bracers on his arms, blue cargo pants, bandages on his legs with black and yellow sneakers.

The other boy also has tanned skin with an undercut, messy neon blue colored hair. He's wearing black fingerless gloves, yellow tinted goggles, a red jacket over a white dress shirt with a black tie and grey jeans with black shoes.

As Ceres was analyzing everyone in the room, the blonde faunus leaned over to Blake.

"Hey Blake, who is this guy?"

"This is Ceres. Our new teammate." Blake answered as the monkey faunus gave her and Ceres a surprised look.

Ruby then saw fit to introduce Ceres. "Yeah Sun this is Ceres, our new teammate. And Ceres this is Sun and Neptune." Ruby explained as she gestured to said males.

Ceres then adopted a polite smile. "Hello, sorry for my intrusion. It's nice to meet the both of you." He then proceeded towards them and brought out his hand for a shake. Both Sun and Neptune shook his hands with a smile.

"Yeah! Nice to meet you too dude."

"Yeah same here. You seem pretty cool." After the short introductions Ceres then excused himself as he went into the washroom to change out of his school uniform. Once he was finished he exited out the washroom and turned his attention to Ruby.

"Ruby. May I ask what are you planning with everyone here?" Ceres asked as Ruby started a nervous panic once again.

"Weelllll- I-uh-WE! We're planning to go to- uuuuhh- Vale! No! The Emerald Forest! To train new techniques with both-uuh- Sun and Neptune! Because you never know when you will be stuck in a situation where-uuh- Beowolves eats half your team and come across two new members by sheer luck! Yeah that is what we're planning!" Ruby hastily explained.

Ceres gave her an even stare as if he was studying for any deceit as the rest of her team face palmed from her horrible lie.

After a brief moment of silence Ceres smiled. "Well why didn't you just say so. I think that is a wonderful idea." Ceres said, Ruby and the rest of the residence in the room gave him exasperated looks.

"Wait really- I mean yes! That's what we're planning!" Ruby states beaming with pride as everyone else has their mouths open in surprise.

Ceres then decided to throw her another bone. "However, unfortunately I can't come with you on this training regime. I need to meet with someone important from my village, I'll be gone the whole weekend." Ceres explained with a tone of regret.

Ruby took the bone. "Really!- I mean- Well that's a shame. Maybe next time we can all train together ok! Well don't let us keep you waiting! YouneedtocatchthatBullhead! Bye!" In the middle of her conversation Ruby started to push Ceres out the door and closed it behind him. He then leaned against the wall beside the door and started listening in on the conversation that came soon after.

"Whew! That was a close one. I almost thought he saw right through me."

"Ruby! That was the most horrible lie I've ever heard! You're lucky that Ceres is not suspicious of us and what we're doing!" Exclaimed an audible Weiss.

"I don't think we fooled Ceres. That seemed almost too easy. I'm one hundred percent sure that he knows that we're up to something." Blake interjected, however, Yang shot her theory down.

"Well it doesn't matter now. He's gone to meet his girlfriend for the weekend, that gives us all the freedom to search for Torchwick." Stated Yang as a matter of fact.

"Yes I agree- Wait he has a girlfriend?! When did he tell you that!" Asked Weiss in an surprised tone.

"Just now Ice Queen! He said he was meeting someone important. Who else could it be other than a secret girlfriend of course! Why Weiss? Jealous?" Yang asked in a cheeky tone, however, Weiss was not pleased.

"You brute! I would never-" Weiss was soon cut off by Sun. "Alright ladies we're going off track! But I want to ask, why didn't you girls tell him what we're going to do? Didn't I say before that we should always get friends involved? And isn't he also part of your team?" Sun asked.

"Yes Sun, he is part of our team and our friend. But he's still new to all this, he's not as involved with the White Fang or Torchwick as we are. We don't want to drag him into all of this." Blake answered.

Sun sighed. "Alright, I see your point. But I still say tell the guy the truth. Now what's our next plan?"

At this point Ceres heard all he wanted to hear and started to make his way out of the campus grounds. He knew very well what his new team is planning on doing, after all, he can easily read minds without anyone noticing. He also has full faith in his team's capabilities and their ability to look after one another.

He will only intervene when needed.

* * *

 **Location: Emerald Forest, 5 miles from Beacon Academy**

Ceres is currently sprinting through the Emerald Forest at top speeds for three hours. He knew from Ozpin's memories that parts of the forest near Beacon is surveillance 24/7 by hidden cameras. It was a small task to avoid the cameras, but thankfully the Headmaster knew ALL the hidden locations of the cameras. After three miles, he soon came to the point where the amount of cameras started thinning out to the point where there were none left in the deeper parts of the forest.

Ceres can see why, as he goes deeper into the forest, the more Grimm he saw. Luckily for him, he can hide his scent and presence from the Grimm, virtually making him invisible to their acute senses.

He soon found a clearing for the Overlord to pick him up and soon stopped in the middle of said clearing.

Ceres then psionically called for the Overlord, after 5 minutes of waiting he soon saw the large bulbous creature making a rapid decent towards him.

When the Overlord was a good distance above him, the overlord used its tentacles from within itself to grab Ceres and pull him into the Overlord. With Ceres secured, the Overlord soon made its way into the higher atmosphere, and from there make its way towards the main Hive cluster.

* * *

 **Location: Dragon Continent, Main Hive Cluster**

Violet is excited. Today is the day that her big brother is coming back home after his long trip to one of the four kingdoms.

' _I can't wait for what he will tell me about his trip! I wonder if he brought back any presents? I hope so!"_ Violet thought excitedly as she was in her room, drawing a picture of Spike, Blue, Red and Wormy that were posing in front of her.

Said Zergling was standing on both Hunter Killers with its wings and its larger appendages flared out to the side as if it was flying.

The Hunter Killers on the other hand are raised to their full height of 5 meters and had their heads together in order for Spike to stand on.

And finally, Wormy the Zerg Larva is situated on top of Spike's head, the top half of its body raised into the air trying to make the Zerg made tower taller.

As Violet was sketching the Zerg tower Galash entered her room.

" **Violet I bring good news! The master is on his way here as we speak."** Galash said, ignoring the Zerg made tower.

Violet's ears perked up in excitement. "Really mommy! When will big brother arrive?" Violet asked in an excited tone.

Galash chuckled. **"Soon little one. He will be here soon. But he'll be here in-"** Galash didn't get to finish as Violet suddenly jumped in glee and soon sprinted out of her room with Spike, Red, and Blue following close after.

Wormy tried, but it was going at the speed of a larva it's size.

Violet ran out of the Hive and stared up into the sky in anticipation. After a while she found a comfortable spot to sit, sat down and stared at the sky. Then with a large smile on her face, she waited.

And waited…

And waited…

And waited…

And waited some more…

And at the two-hour point, she may or may not had fallen asleep.

Galash stood at the side lines, amused from what she is currently seeing. She is now watching Violet sitting for two hours straight waiting for her master. She did try to warn Violet, but the little one simply ignored her in her excitement.

Normally Galash would've told Violet about the possible 3 hour wait for her master. But this is her slight revenge for Violet's sharpie prank she pulled on her a couple of days ago.

She couldn't remove the mustache drawn on her face for a whole day.

Luckily for Violet she wasn't sitting alone as she is now surrounded by her personal guards.

It's easy to distinguish which Zerg was part of her guard by the bow tied to their heads. During Violet's time here, she had tied numerous bows, each with different colors, to different Zergs of various types. She tied bows on the simplest of Zerglings to even the mighty Ultralisk itself.

At that point it was best to ignore how she did that, least you hurt yourself.

Violet soon fell asleep, resting her head on Spike's side as the rest of her retinue instinctively formed a protective circle around her, making sure nothing disturbs her sleep.

Galash nodded with pride, a week ago she had ordered the Zerg that were part of Violet's "private army" to defend her with their lives at all times, with Spike as the appointed leader.

They didn't disappoint as two days after she gave the order, Violet took a trip with some of her personal guards to see her father's and mother's grave near her home village. After an hour of mourning for her parents she soon cried herself to sleep beside their graves. However, as she was sleeping a large pack of Beowolves came, sensing her moment of grief, and tried to kill her in her sleep.

In untold fury her Zerg guards savagely ripped the Grimm pack apart for even daring to come anywhere near their charge. None of the Grimm survived.

Surprisingly, the little one slept through the carnage that was happening right before her and woke up an hour later not knowing of what just had transpired.

As Galash is remembering this memory, she soon felt the familiar presence drawing near the Hive.

" **He is here."** Galash stated as she made her way over to the circle. She was soon over the sleeping form of Violet and started shaking her.

" **Wake up little one. He is here."** Violet groggily opened her eyes and yawned, stretching her limbs.

*Yawn* "Who?" Violet asked in a tired tone. Galash chuckled. **"The one you have been patiently waiting for."** Violet was now wide awake as she looked towards the descending Overlord that is surrounded by multiple Mutalisks and Corruptors with excitement.

Soon all nearby Zerg units started to converge in order to welcome their master, creating a large crowd. After a few minutes the Overlord soon landed and opened its underside, unloading its passenger. Once Ceres exited the overlord, he sent it back to its previous task.

As soon he sent the Overlord away something tackled him and gave him a crushing hug around his waist.

"BIG BROTHER!" Ceres looked down at Violet, who was rubbing her face against his belly and at the same time trying her best to squeeze the life out of him.

Ceres smiled. "Hello Violet. It's good to see you once again. How are you doing?" Ceres asked as Violet looked up towards his face with a large smile, her ears twitching in excitement.

"I'm doing great big brother! I'm so happy to see you again! I missed you!" Violet cheerfully answered as Ceres chuckled in response. "I'm sure you did. I missed you too Violet." Ceres said as he rubbed Violet's head and ears. After a few minutes Violet broke the hug, still giving Ceres a large smile.

"Big brother, you have to tell me everything about your trip! What is the kingdom like? Did you meet new people? What are they like? Did you go anywhere fun? Di-" Violet was abruptly cut off by Ceres's hand covering her mouth.

"Calm down Violet. I'll tell you everything about my trip later. For now, I need to discuss something important with Galash first." Ceres said as he removed his hand. Violet gave him an angry, but cute, pout. "You just got here. And now you want to do more work?" Violet said with an angry tone.

Ceres smiled. "Sorry Violet but this is important… Tell you what. Once I'm finished, I promised to spend the rest of the day with you. We can do whatever you want to do. How is that?" Ceres asked. Violet immediately became happier and nodded. "OK!" Then she skipped away as her guards followed, planning her day with her guardian from another universe.

Once Violet left, Ceres adopted an aura of seriousness as he addressed his Broodmother.

"Galash. You may approach."

Said Broodmother, who was standing a good distance away, approached Ceres and bowed. **"My master. It's good to see you once again. What do you wish of me?"** Galash asked as Ceres brought his attention towards her. "I need you to create a new hive at this location as soon as possible." Ceres ordered as he telepathically transferred the destination to Galash's mind.

" **It will be done master. I'll have Overlords transport the necessary units to this location. But if I may ask, why so near the Kingdom? And especially the very establishment you're attending?"** Galash asked in a slight confused tone.

Ceres immediately replied. "First of all Galash, the location is four miles from Beacon, deep in the area known as the 'Emerald Forest.' Secondly, Ozpin is keeping someone deep underneath his academy, someone very powerful but she is currently weak and fragile from what I can sense. That man knows his enemies seek this person's powers for their own use, they almost received what they wanted in their first attempt if it were not for one of Ozpin's ally's timely intervention. I need the Swarm close just in case his enemies become my enemies, or if a certain general decides to… 'remove' me if he ever learns the truth."

Ceres knows all about the Fall Maiden that is currently hiding deep underneath Ozpin's Academy in suspended stasis and the reason for her stasis. He knows Ozpin's and Ironwood's plans for her and that they sent the same huntsman that saved her to find their enemy scheming in the shadow's.

Galash hummed in acceptance. **"I understand now, my master. If it comes to that, the Zerg will be ready to slaughter all those who dare stand against us."** Stated Galash with conviction. However, Ceres sensed hesitation from her.

"Is there something you want to say?" Asked Ceres in an inquisitive tone.

" **Yes there is master. Why co-exist with the humans and faunus of this world? What could the Swarm benefit from helping them?"** Galash questioned **.** Ceres gave her a neutral stare. "Isn't that obvious Galash. To make them our allies. If we gain their trust or at least a neutral pact of peace, then finding our return to the Koprulu sector will be much easier without the interference from this planet's populace. The Grimm, though weaker than us, is annoying enough and our Brood will just waste much needed resources fighting a needless war against this planet's populace. You should know this first hand Galash."

It's true what he says, even though the Grimm is weaker than the Zerg Swarm, the creatures of Grimm none the less are resilient and annoyingly tenacious as the Zerg. When you think you had killed them all, they come back the next day. Not only that but unlike the Protoss Conclave the Grimm do learn from their mistakes and thus become stronger and wiser, making the Grimm within the Dragon continent more daring as large groups try to venture or invade into his Brood's territory.

The key word is "try."

Galash gave a nod of understanding. **"I see now, my master. Thank you for answering my questions. Now I fully understand your intentions and will work towards your goals."** Galash states. Ceres gave a frim nod of approval. "Good. You have your orders Galash. As for me I have a play date with a certain child." Ceres said with a smile as Galash bowed and soon went on her given task.

As Ceres was making his way towards Violet's position, he couldn't help but think about what Ozpin is planning for the Fall Maiden.

" _You're playing a dangerous game here, Ozpin. Be careful of who you face; for your conflict will not only affect those who are directly involved…"_

* * *

 **Two days later.**

Ceres stayed at his main hive cluster for the entirety of the weekend.

For the past two days he spends almost all his time with Violet playing games, doing activities, making crafts, drawing pictures, telling stories, pranking Galash, going on long walks, etc.

He also told Violet about his time in Beacon. Suffice to say Violet enjoyed his stories greatly and asked if one day if she can go to his school and meet his friends.

At first Ceres didn't like the idea of Violet leaving the Hive. However, before he could refuse it he then thought about it for a brief moment. As long as Violet is supervised by either him, one of his team members, or potentially her Zerg guards, then occasional visits will be fine. He told this to Violet and her reaction is what he expected, copious amount of excitement.

However, he also told her that once he settled down in Vale, then that is when she could visit. Violet agreed and said she would wait.

Other than spending time with Violet, Ceres was also keeping tabs on the new hive cluster growing near both Vale and Beacon academy. He made sure the new Zerg base was far enough from Vale to avoid any suspicion or accidental discovery and close enough to send any Zerg reinforcements to the city whether to defend it or if so… burn it to the ground.

Now is Sunday afternoon, around 4 o'clock, and once again he has to leave and go back to the academy, since he doesn't want to raise any suspicion about his whereabouts. As he was preparing for his departure, both Violet and Galash saw him off.

"Big brother, do you have to go away again?" Violet asked in a sad tone, ears drooped. Ceres gave her a small but sad smile. "I'm sorry Violet, but I have to go back to the academy. I promise to visit soon." Ceres said in a reassuring tone.

Violet gave a small nod. "Ok big brother. Come back soon ok!" Ceres gave her a reassuring smile and nodded. He then looked at the Broodmother.

"Keep her safe Galash."

" **Of course, my master."**

Soon the Overlord arrived, after a final farewell hug Ceres entered the Overlord and set off back to Beacon Academy.

 **3 hours later.**

Ceres exited the Overlord into his new hive cluster near Vale. The hive cluster is surrounded by fairly large trees, large enough to hide the large Lair and the other necessary Zerg buildings. In the vicinity he can sense the fairly large contingent force that was also brought or bred at this cluster.

There were one thousand Zerglings, six hundred Banelings, one hundred Roaches and Hydralisks, fifty Ravagers, Swarm Hosts, and Lurkers, thirty Infestors and Defilers, and five Ultralisks. He will need to breed more units in the future but for now this Zerg contingent force is at a good size for any task. He also need to create a Nydus network as a means of quick travel for his forces.

After reviewing his new base and organizing his Zerg forces for different tasks, he then started the long sprint back towards the Academy as the sun was setting.

* * *

 **Location: Beacon Academy, Dorm Residences**

Ceres finally arrived around 9 o'clock and started to make his way towards his dorm room. The reason for his late arrival is because he needed to avoid Ozpin's hidden cameras. It took an hour longer, but he didn't want to raise any kind of suspicion from Ozpin.

He was soon approaching his team's dorm room as he can see the door. However, before he could enter he heard arguing between his teammates.

"Blake I think you need to sleep."

"I can't Ruby. Not as long as Roman and the White Fang are still roaming free."

"Come on Blake! If we can find him once, then we can find him again!"

"I agree with Yang. We can find them again, no need to lose sleep over this. You need to relax."

"No Weiss! I can't! Whether you girls like it or not, we failed! We failed to capture Roman and stopping his plans right there and then! We could have-"

Ceres then chose this time to enter the room.

"Hello everyone. I'm back." Ceres stated, the argument stopped as all of team RWBY were surprised by his sudden arrival.

"AH Ceres! You're back!" exclaimed a surprised Ruby as Ceres closed the door behind him.

"Yes I'm back from my visit. Now why are you all arguing? I could hear it on the other side of the door." Ceres explained as he crossed his arms, giving his team a stern stare.

Ruby tried to explain. "Well… we were just-uh- studying for an upcoming test! And Blake here is very worried about it and lost sleep over it. So we tried to-uh- tell her to relax! But Blake here is as stubborn as a grumpy ca-NO! DOG! YES, A GRUMPY DOG! AND DIDN'T WANT TO GO TO SLEEP!"

Ceres kept his stern stare as the rest of her team face palmed. Ceres then smiled at Ruby as she smiled back, thinking he bought her brilliantly crafted lie once again.

"Do you honestly believe I would fall for such a blatant lie?" Ceres said as his expression turned more serious, Ruby's expression on the other hand turned into one of shock.

"B-b-but-I mean- maybe-uuuuh! uuuuh!" Ruby started to panic as the rest of her team shook their heads in disappointment.

Ceres continued. "Two days ago I let your first lie slip as I needed to see someone important to me. However, now that I'm back I want to know what is really happening around here. You owe me that much if we're going to be a team." Ceres already knew what his team is doing and planning, he just wanted them to come clean to him on their own accord.

Seeing as they're not going to convince him otherwise, all of team RWBY sighed.

Blake was the first to speak. "If you want the truth. Then I'll tell you." Blake said as she took a seat on her bed.

She continued. "Have you heard about the White Fang?" Blake asked, Ceres gave a firm nod in reply. "Do you know how they're formed?"

Ceres nodded once again.

"Then you must have heard about their recent robberies of Dust. The White Fang has never needed the amount of Dust they're stealing. A couple of months ago I decided to investigate on my own and against the will of my team, on why they need so much Dust, and I didn't like what I found. A criminal named Roman Torchwick is now leading the White Fang, and as you may know, the White Fang would NEVER listen to a human, especially someone like him." She explained as Ceres calmly listened.

"After that encounter and before you arrived, we all decided to investigate the White Fang as a team. The day we decided to start our investigation was two days ago, the same day you left for the weekend. As we're investigating, we discovered where the White Fang is and how they stole a shipment of new mechs from Atlas. However, we encountered Roman once again and had to fight him in one of those mechs. Though we won, he escaped once again. After that battle I decided to investigate more, but my team thinks I need to stop. Then you came back and the rest is history." Blake explained.

Ceres then looked at the others. "Then why didn't you tell me in the first place?" Ceres asked, this time Ruby answered. "We didn't want you to be caught up in all this. You had no quarrel with the White Fang, so we decided not to get you involved since you already lost so much."

When Ceres arrived at the academy and befriended team RWBY and JNPR, he told them his fake past story and how his home, his only father, and all he knew died from a Grimm attack. He received pity from both teams for his "loss."

That explains why team RWBY decided to keep him away from their fight against the White Fang.

Ceres smiled. "Thank you for your concern, but we're a team. If we're going to be a team, then no lies and everyone is involved if someone is in trouble. There is a saying, either we fight together or die alone." Ceres states. He knew the sheer hypocrisy he's spouting right now, but he couldn't care any less.

The time will come when he reveals his true self, but that time is not now.

Everyone is now smiling. "Alright then. If you're going to be in on this with us… Then you need to know the truth about me." Blake said as everyone sans Ceres stared at her in surprise.

Blake then closed her eyes as she slowly brought her hands up to untie her bow. Once she removed the bow Ceres could clearly see two distinct cat ears on top of her head. Blake still had her eyes closed, waiting for what Ceres has to say as her team is waiting on baited breath for Ceres's reaction.

After a brief moment of silence Ceres spoke.

"You're a faunus."

"Yes. And I also use to be part of the White Fang, before and after they became the terrorist organization you see today. I left soon after they turned to their more violent ways." Blake explained in a sad tone as she opened her eyes.

After another brief moment of silence Ceres spoke. "So then… why did you leave?"

"I left the White Fang because it's not the organization I once known and loved. I wanted peace and equality between the humans and the faunus. But what the White Fang is doing now is not the way I believe in. So I left, I decided I will no longer use my skills to aid in their violence, and instead become a huntress." Blake explained, staring out the window contemplating about her past life.

Ceres then nodded. "Alright, I now fully understand. Thank you for sharing Blake. Your secret is safe with me." Ceres said in a calm tone. Blake quickly turned her head towards Ceres with a shocked expression.

"Wait. You mean you're not disgusted about my secret?"

"No, I am not. What you did in your past is none of my concern. As long as you seen the fault within your own actions and choices, and that of others. I don't care what you did, what matters is what you do from now on." Ceres explained in a neutral tone.

Blake smiled. "Thank you Ceres."

Ruby then jumped in, raising a fist into the air. "YEAH! GO TEAM RWBY!"

Yang then gave a bright smile as she spread her arms out. "This calls for a group hug!" She exclaims to Weiss's and Blake's horror.

Before said girls could escape, Yang quickly grabbed everyone in the room and gave a crushing bear hug.

"YEAH! Group hug!"

"Yang! I can't breathe!"

"Let me go!"

"WHO GROPED ME!"

"Wait that was your chest? Damn you're flat as hell."

"YANG XIAO LONG! I WILL CUT YOU!"

"This is quite… uncomfortable."

Even if Ceres felt physically uncomfortable with the hug, he still felt emotionally comfortable with this group. This group, each of their pasts filled with pain, brought together to create an unbreakable bond that will last a life time.

Much like his bond with his Queen, a bond of loyalty that can never be broken.

* * *

 **Location: Forever Fall Forest**

Deep in the forest the beast stood at the edge of a cliff, gazing into the distance.

It has been five days since the Primal Zerg being suddenly appeared in this bountiful world of new essence.

Since it's encounter with the bipedal dog like creatures and its transformation, it has been hunting for the most dangerous creatures that this forest has to offer.

With each kill, it grew, it changed, it evolved.

Now the Grimmified Primal Ultralisk evolved into the mighty Tyrannozor, the apex predator of its race.

It grew twice its original height and bulk, grew thicker carapace armor and more defensive spikes on its shoulders and thighs, and finally it now has a large webbed dorsal fin along its spine. These traits were further developed with each kill it gains.

However, not only did its appearance evolved, but also its very intelligence.

The Primal Grimm hunted only the most dangerous and oldest of Grimm within the forest. And with each kill the Primal Grimm's absorbed their memories and intelligence to the point that its now self-aware, can strategize and make decisions, and even communicate.

"This world is filled with new essence for me to consume… However, there is more beyond this forest." Said the Primal Grimm. For the past hour it was trying to find a way to create its own pack. It knew that even if it was the most powerful being in the forest, it knew that there are many other dangers and obstacles in this world that could render it's might useless.

And it's looking at such an obstacle right at this moment.

It was in the middle of the night and the Primal Grimm is gazing at a large human settlement from the distance.

The Primal Grimm knew about this settlement from absorbing both the memories and essence of its kills, this entire settlement houses creatures called humans and faunus. Alone, a human or a faunus has no hope of facing it. However, these humans and faunus hide behind their massive walls and use vehicles and weapons of war to fight their battles.

Not only that, but some of these humans and faunus have special powers and abilities which they can face entire hordes of lesser Grimm by themselves, making them very dangerous to face alone.

Normally the Primal Grimm would ignore this settlement, however, a soothing voice in its subconscious tells it to kill and consume these creatures hiding behind their walls.

It doesn't know where the voice comes from, but the voice was hypnotizing and convincing in its reasons. So the massive Grimm complied and went on its new task that it has been working on for the past few days.

Creating a pack.

However, it wanted a pack fit for itself. It didn't want any of the weaker Grimm that roams this forest to be part of its pack. No, it wanted a pack that can grow and evolve like it does so once its pack is ready, they can storm the human settlement without the fear of their weapons annihilating them.

However, this also caused another problem. The Primal Grimm didn't know where he could create a pack like this or even where to start. Fortunately, the voice in its head said it knows where it could create one.

So with the potential of a new pack, it followed the voices directions.

After three hours of traveling, the voice leads it to a large cave.

The Primal Grimm entered the cave, following the voice in its head. The cave was a huge labyrinth of tunnels and chambers filled with Grimm of all ages and types. However, the Primal Grimm was undeterred and slaughtered any Grimm who got in its way.

Soon the voice leads it to the biggest chamber in the labyrinth, the thing that caught the Primal Grimm's attention was the massive pool of black tar like sludge that covered most of the ground with enough space around it for the massive Grimm to walk.

Occasionally from the black pool different creatures of Grimm are created and raise themselves from the pool. The Primal Grimm saw this and wondered how it can use this pool to create its own pack, until the voice spoke.

' _Just a drop of blood…'_

The Primal Grimm immediately knew what the voice suggested. It brought up one of its massive hands and use one of its claws to create a small but deep cut on its left wrist.

It then brought it's bleeding wrist over the pool and poured a drop of blood into the pool.

 **Drip.**

 **Plink!**

The drop of blood fell and landed in the black pool, sending a ripple across the entire pool.

The Primal Grimm brought back its wrist as the wound immediately healed. It then waited for a brief moment.

Soon it was rewarded for its patience when the surface started to bubble and something came out of the pool.

It was another Primal Grimm similar in appearance but many times smaller than itself. As soon as the first came out, another identical Primal came out a minute later.

Soon the chamber was filled with lesser Primal Grimm, sitting around the pool waiting for their pack leader's orders.

The Primal Grimm, now a pack leader situated itself where all could see it.

And roared, establishing its dominance and new position. Soon the lesser Primals join in, amplifying the roar.

" **CCRRRRRAAAAAAAAAAAAAAA!"**

 **AN:**

 **Well that's another chapter come and gone. Sorry for the lack of action in this chapter, the next one will have plenty.**

 **Now for questions that some of you may have.**

 **What happened with Professor Port? Many fanfics portrayed Port's stories as boring as in the actual show. However, since Port is a huntsman he must have seen somethings that would have shaken his very visage of the world and life as a huntsman. So I decided to portray that in a unique way.**

 **Wouldn't General Ironwood discover the Zerg base? In my story and even in the canon Ironwood focused his forces to provide security for the Vital Festival. And even then Ceres made sure to hide his new base in a good distance from Vale and Beacon itself.**

 **Now since this chapter took longer than I planned on, I decided to add in another OMAKE.**

 **Now this OMAKE came to me and I thought it was funny if it actually happened so I apologize if it's too long.**

 **Now remember, OMAKE's are NOT part of the actual story, I just write them for fun.**

 **Now enjoy this OMAKE.**

 **OMAKE:**

 **The Adventures of Wormy**

 **Location: Beacon Academy**

"I'm leaving to visit someone important to me. I should be back later today at the earliest." Ceres said as he opened the door.

Today is Friday and luckily for all the students, classes were canceled for today because someone gave Professor Port and Professor Oobleck spoiled pancakes and milk.

Both professors in their last breaths said something about pink and orange before passing out.

The culprit was never caught.

Right now we find team RWBY lounging around their room, each doing something different.

Ruby was cleaning her weapon, Crescent Rose, for the tenth time this week.

Yang is sitting in the middle of the floor facing a screen, playing a fighting game.

Blake is unsurprisingly reading her "book."

And finally, Weiss is on her bed texting Neptune, giggling occasionally.

Without taking their eyes off of what they're doing they responded.

"Goodbye Ceres."

"Bye, bye."

"Bye Ceres."

*giggle*

Ceres just nodded and left, closing the door behind him.

As soon as he left the room Ruby and Yang turned to one another.

"He's gone."

"Alright!"

Ruby then transforms her scythe into its carry form and dove underneath Weiss's bed. Weiss saw this and was immediately annoyed.

"What are you doing you dunce? Don't tell me your looking through my stuff again!" Weiss exclaimed, however, this didn't stop Ruby's search.

"Noooow where is it? HA! Found it!" Ruby exclaimed as she started crawling out from underneath the bed.

 **Thump!**

"Owwiiiieee!" Ruby said as she finally crawled out, holding her head and a black suitcase.

Yang immediately grabbed the suitcase and placed it on the ground in the middle of the room, trying to open it, Ruby soon joined her. Both the sisters and the suitcase has drawn the attention of both the heiress and resident faunus.

"Yang, Ruby what are you doing? Isn't that Ceres's suitcase?" Asked Blake in a questioning tone. "Isn't that the same suitcase that Ceres EXPLICTLY told us not to open." Weiss added in.

"Yeah it's that suitcase. And we're trying to get pass this lock." Yang answered as Ruby started fiddling around with the three dial lock that was on the suitcase.

"T-That's an invasion of privacy! You two should put that back right now!" Ordered Weiss in an angry tone as Blake just gave both sisters a stern glare.

However, Yang didn't notice. "Oh come on Weiss, Blakey! Don't tell me you two are not also curious about what someone like Ceres could possibly be keeping in this suitcase." Yang explained as both Weiss and Blake slowly became more and more curious.

Weiss has always saw that suitcase underneath her bed and every time Ceres left for something he would take the suitcase with him. She was also curious of what someone like Ceres would be keeping in his suitcase.

Blake would be lying to herself if she never once been curious about the contents within Ceres's suitcase. Secretly one night she saw Ceres open the suitcase and pulled something out for a minute before placing it back into the suitcase. she couldn't see it due to him having his back towards her the entire time.

As both girls were contemplating on their curiosity there was a distinct sound of something unlocking.

 **Click!**

"Got It!" Ruby exclaimed in victory as she slowly opened the suitcase. However, before she could open it Weiss slammed her hand down on top of the suitcase closing it.

"Just what do you think you are doing?!" Weiss demanded, Ruby started spluttering.

"W-w-well I- Uh- thought that maybe we could-"

"If we're going to do this, we will do this as a team." Weiss declared as her curiosity got the better of her. Both Ruby and Yang cheered as they looked at Blake expectedly.

"I still don't think we should do this." Blake said in a stern tone, Yang grinned. "Oh come on Blakey! You know you want to." Yang said in a cheeky tone.

Blake's will finally crumbled.

*sigh* "Alright fine. But only a quick peek!"

As the girls surround the suitcase, they had one final discussion.

"Soooooo. Anyone want to guess what's in the case?" Yang asked.

"I think it's a journal of some sort." Blake answered first.

"Well I think it's a suit that he's saving for a special occasion." Weiss gave her two cents.

"I think it's a secret stash of cookies that he didn't want to share with anyone. ESPECIALLY ME!" Ruby exclaimed in anger as the rest of her team gave her stares of disbelief.

"You're still mad at him for eating your last cookie aren't you."

"how dare he eat my last cookie." Ruby pouted, mumbling to herself.

"Any who. I also think it's a secret stash. Buuuut, it's the type that he uses in… private." Yang said with a large, suggestive grin. She got an immediate reaction.

"EEEWWW! YAAANG!"

"YOU DISTGUSTING BRUTE! WE DON'T EVEN KNOW WHAT'S IN THERE!" Weiss exclaims.

"Then there is only one way to find out!" With that Yang flipped the suitcase open, revealing its contents for all to see.

They expected many things, but what they saw really threw the four girls off.

It was a ball. A weird looking ball.

The ball was shaped in more like a wheel, covered in hard, brown segmented bone-like carapace with the actual skin colored maroon red.

After staring at the weird ball for a brief moment, Yang picked up the ball.

"So this entire time… Ceres has been keeping a ball in his suitcase…" Yang said in disbelief as she was holding the ball in front of her.

"Well this was a big disappointment." Weiss added. Ruby started poking the ball. "I don't know Weiss. Doesn't this ball seem weird to you?" Ruby asked as Blake sighed.

"Well we know what's in Ceres's suitcase. Now let's put that back and-" Blake was soon cut off as the ball in Yang's hand started shaking.

With an audible yelp, Yang dropped the ball on the floor as it started to shake more violently. After a brief moment of shaking the ball soon unraveled itself into something else entirely.

It was a one-and-a-half-foot long maggot, segmented carapace with small spiny legs, tentacles for tongues and tails, and finally large mandibles.

Unbeknownst to them they're looking at a Zerg larva.

The girls stared at this creature in their room.

The creature stared back.

"Creeeeiii!" The larva chirped. The four girls immediately reacted.

"WHAT THE HELL IS THAT THING!"

"EEEK!"

"EWEWEWEWEWEWEWEWEW!"

"GET IT AWAY FROM ME!"

All four girls backed away against the same wall, trying to get away from the larva. The larva just laid there, unmoving.

After a few minutes of silence Yang mustered up the courage and started to approach it.

"YANG! WHAT ARE YOU DOING?!" Ruby exclaimed, Yang didn't answer as she was soon over the larva. With a hesitant reach, she touched the larva as if it was a bomb. Her team gasped as what she just did.

Nothing happened.

Yang noticed this and saw the larva doing nothing. So with more courage she picked up the larva as if it were a dog and held it in front of her.

"Heh. You're not so bad. You look kind of cute for a creepy bug monster." Yang said as the rest of the team soon started to surround her and the larva.

"Yeah. It's kinda cute." Ruby said as she reached to pet the larva.

Now many in the Koprulu sector believe that the Zerg Larva has absolutely no method of attack whatsoever. However, that's a misconception as the Zerg Larva has ONE method of attack.

Since the larva is a psionic being, it uses its psionics in the only way it knows.

Showing its victim, the most horrible image of itself to scare them off. Something that team RWBY was not prepared for.

" **BLLLLLAHRGARKARBAKBRFBRFJBNFBKDBDBFBADFDABKJFHWKURWGH!"**

" **AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAH!** " Screamed all of RWBY as Yang threw the larva against the door as hard as she could. It did nothing as the larva flopped down and started slowly inching its way towards the frightened team.

Said team was desperately grabbing anything they could get their hands on and throwing it at the monster before them.

However, the objects that actually hit the larva did absolutely NOTHING to it, Yang even threw her 70 pound dumbbells at it and it still did nothing.

As the larva was inching closer the team ran out of stuff to throw at it and started losing hope. Until Ruby raised her weapon to throw it.

"WAIT RUBY WHAT ARE YOU DOING?!" Weiss exclaimed as Ruby frantically looked at her.

"I'M GOING TO THROW MY WEAPON AT IT!"

"RUBY! JUST THINK ON WHAT YOU JUST SAID!"

Ruby froze for a brief moment as she was pondering on what Weiss just said. Then it clicked.

"I CAN SHOOT IT!"

"RUBY SHUT UP AND SHOOT IT! IT'S GETTING CLOSER!" Weiss exclaimed as Ruby shifted her weapon into gun form.

"EAT DUST YOU MOTHER-"

"RUBY! LANGUAGE!"

"-FUDGER!" Ruby then pulled the trigger.

 **BANG!**

 **KA-TING!**

The bullet hit its mark, but it didn't have the result the girls were expecting.

Not only the bullet failed to kill the larva, but the bullet ricocheted of the larva's carapace and drilled a hole into the wall.

Ruby started to fire again.

 **BANG!**

 **KA-TING!**

 **BANG!**

 **KA-TING!**

 **BANG!**

 **KA-TING!**

 **BANG!**

 **KA-TING!**

 **Click!**

"Uh oh." Ruby ran out of ammo.

"RUBY RELOAD!"

"I HAVE NO MORE AMMO!"

"WHAT KIND OF HUNTRESS HAS NO AMMO!"

"THE ONE WITH NO MONEY TO BUY MORE!"

"SIS! I TOLD YOU NOT TO SPEND YOUR ALLOWANCE ON COOKIES!"

*GASP* "HERESY!"

The larva was just a few feet from the frightened group. As the group said their last wills, the door burst opened by a certain hammer wielder.

"I HEARD SHOOTING! WHAT'S GOING ON!" Nora exclaimed frantically looking around for danger, Magnhild in hand. Her team followed in with their weapons at the ready.

"NORA QUICKLY! KILL THAT THING!" Ruby exclaimed.

"WHERE IS IT!"

"RIGHT IN FRONT OF YOU!"

Nora looked bellow her as did the rest of team JNPR, seeing the larva as it stared back at them.

Jaune let out a girly shriek.

Pyrrha backed away in disgust.

Ren's eyes widened.

Nora though…

*GASP* "It's. So. CUTE!" Nora exclaimed, however, before anyone could stop her she soon picked up the larva and held it in front of her.

"Who's a wittle cutie? You are! Yes you are! Yes you are! You're just a cute. Wittle. Wor-" Nora couldn't finish because of what happened next.

" **BLLLLLAHRGARKARBAKBRFBRFJBNFBKDBDBFBADFDABKJFHWKURWGH!"**

"AAAAAAAAAAH!" Nora screamed as she threw the larva into the air.

The larva flew into the air, arced a bit, and landed right on Jaune's face.

 **Smack!**

"Creeeeiii!"

"IT'S ON MY FACE! GETITOFFGETITOFFGETITOFFGETITOFF!" Jaune yelled as he frantically started pulling on the larva, however, said larva wouldn't budge.

Pyrrha and Ren tried desperately to pull the creature off of Jaune's face as the rest of team RWBY were already out the door, observing on what's transpiring within their room.

Nora on the other hand…

"DON'T WORRY FEARLESS LEADER! I'LL SAVE YOU!" Nora exclaimed as she swung her hammer full force towards Jaune's head, both Pyrrha and Ren ducked. The larva sensed the incoming danger and immediately detached itself from Jaune's face, right as the hammer approached.

 **WHAM!**

 **CRASH!**

Suffice to say the blonde knight flew through the open door and crashed through the wall on the other side of the hallway. He was out cold.

"JAUNE!" Pyrrha immediately rushed to her leader's side while both Ren and Nora followed close as they closed the door.

"What are we going to do?" Weiss asked,

"Call the police! No! The huntsmen! No! The entire Atlas army!" Ruby frantically suggested.

"I got a better idea…" Yang went over to Nora. "Nora! I need one of your grenades. STAT!" Nora gave Yang what she wanted. "Be careful! It's highly volatile!" Nora warned, Yang merely grinned.

"I'm counting on that."

Yang gave the grenade in her hand a good shake and opened the door.

"FIRE IN THE HOLE!" She threw the grenade in and quickly closed the door.

 **BOOOOOOM!**

The entire floor shook from the explosion, but luckily the door held against the blast.

"YANG WHAT DID YOU DO!" Blake exclaimed in anger as Yang looked at her.

"I just save the world from a horrible monster bug!" Yang stated with pride as she crossed her arms.

"ALL MY BOOKS WERE IN THERE!" Blake screamed. Both Weiss and Ruby suddenly realized the consequences of Yang's actions

"MY ESSAYS!"

"MR. FLUFFLES!" Everyone stared at Ruby with an incredulous stare.

"Well, it was a necessary sacrifice to defeat the monster!" Yang stated as she nonchalantly opens the door.

The entire room was destroyed. Burnt marks everywhere, every piece of furniture destroyed, anything paper related is currently burning.

However, there was no signs of the larva anywhere, just a pile of ash in the middle of the room.

Yang grinned. "See everyone. I did you all a favor. If I didn't do what I just did, just imagine the damage that monster would've cau-"

"Creeeeiii!"

Yang froze. Everyone froze. Yang slowly turned her head and looked bellow her feet.

Right at the larva, still alive and without a single scratch.

"Creeeeiii!"

"RUUUUUUUUUUUUUUNNNNN!" Yang yelled as everyone (Pyrrha carrying Jaune) booked it down the hall towards the cafeteria.

The larva followed.

 **Location: Beacon Academy, Cafeteria**

It was lunch time in the cafeteria. The cooks were serving seafood as the special for today's meals. This made a lot of the feline faunuses happy.

However, as students were eating and gossiping about their days the cafeteria doors slammed open revealing the disgruntled and panicked teams of RWBY and JNPR.

"EVERYONE! RUN FOR YOUR LIVES! IT'S LOOSE!" Nora exclaimed as both teams bolted through the cafeteria and out the exit on the other side.

Normally this would create a cause of concern among the students. However, it was Nora, so they ignored it and went back onto their business.

"Creeeeiii!"

The cafeteria went dead silent, everyone turned towards the entrance.

And they all saw a creature they never seen before.

"Creeeeiii!"

No one dared to move a muscle as they were still trying to process on what the hell that thing was at the door.

Finally, a certain orange haired teen cockily strutted his way to the larva and picked it up with both hands.

"What?! This ugly thing is scaring everyone. This thing is uglier than a-"

" **BLLLLLAHRGARKARBAKBRFBRFJBNFBKDBDBFBADFDABKJFHWKURWGH!"**

Cardin froze. After a brief moment he fell backwards, stiff as a board. Frothing at the mouth and eyes rolled back to the back of his head.

The larva inched its way on top of his chest and raised half of its upper body in the air.

"Creeeeiii!"

…

…

…

"IT GOT CARDIN!"

The cafeteria soon exploded into frantic panic as students rushed towards the exit while some opted to use the windows. Food, drinks, tables, benches, forks, knives, spoon and people were flying in the air in this mass panic.

And in the middle of it all was the lone larva.

* * *

 **Location: Beacon Academy, Combat Arena**

"Students and fellow Huntsmen and Huntresses. We stand before an enemy we dare not face alone." Ozpin said as he and the students/professors of Beacon stood at the ready, weapons armed.

"But, with our combined might, we shall rid of this monster that stands before us! With our combined might, we shall smite it with our power!" Moral has been raised.

"With our combined might, we shall pave a way through the darkness! With our combined might, WE. SHALL. SURVIVE!" Opzin yelled as the students and professors started cheering.

"Now ready your weapons. It's time to rid of this creature of darkness once and for all!"

Every student readied their weapons as the sound of swords unsheathing, gun reloading, and Dust spells at the ready echoed across the arena.

On one side is all of Beacon academy residents, both students and professors ready to fight to the last.

On the other side is the monster that strikes fear in all of their hearts.

It was the larva.

And said monster is slowly inching its way towards them.

"Prepare to fire on my mark." Ozpin raised his hand as the students and teachers aimed their weapons at the approaching larva.

"Steady…" The larva inched closer.

"Steady…" The larva inched even closer.

"FIRE EVERYTHING!"

Soon an orchestra of bullets, spells, arrows, rockets, grenades, lasers, fire balls, ice spears, spells, rocks, swords, shields, lamps, chairs, books, people, etc, were being launched at the larva.

The Beacon students and teachers weren't letting up a bit as many continued to fire everything they had in hopes to kill this monstrosity. It was only when everyone ran out of any sort of ammunition did they large crowd stop to see the aftermath.

The entire other half of the arena and all the walls behind was gone, destroyed by the sheer mass of fire from the crowd and showing the outside world.

A large smoldering crater is what's left of the monster.

A brief silence fell over the crowd. Until Jaune spoke.

"We did! We won!"

Everyone cheered in victory. People were hugging and kissing one another in pure happiness. The Professor smiled as he grabbed his favorite mug to take a long deserved drink.

"Creeeeiii!"

Everything went silent. Everyone froze in fear. Ozpin dropped his mug as it shattered on the floor, contents spilled. Everyone looked towards the edge of the smoldering crater and saw their biggest fears come true.

The monster they all worked so hard to kill… Is still alive.

"Creeeeiii!" The larva started to inch closer to the crowd as said crowd were back against a literal wall with no hope of escape in sight.

"Well students and professors of Beacon… It was an honor to serve with you…" Ozpin said in a sad tone as everyone closed their eyes and accepted their fate.

"So this is where everyone was! I was wondering where everyone went."

Everyone's eyes opened as they saw someone standing with a black suitcase at the entrance of the large hole they made.

It was Ceres Kerrigan, back from his trip.

"When I came back I found my dorm room destroyed and my team missing. So I tried finding someone but to my surprise there was no one around the school. If it weren't for the loud noises coming from this area, I wouldn't have found anyone." Ceres explains as he started to approach the crowd.

"Now since I found you all, did anyone see-" Ceres was soon cut off by the frantic and panic yelling of the crowd in front of him.

"GO SAVE YOURSELF!"

"RUN WHILE YOU STILL HAVE THE CHANCE!"

"DON'T BE A HERO!"

"YOU MUST WARN EVERYONE!"

"CARRY OUR DREAMS WITH YOU!"

Ceres is now wondering why everyone is yelling in panic as if they're about to die. As he approached the crowd something caught his attention.

"Creeeeiii!"

He then looked down and saw the Zerg Larva.

"YOU FOOL! RUN!"

"RUN AWAY!"

"OH NO! PLEASE! NOT HIM! HE'S SO YOUNG!"

Ceres ignored their pleas as he knelt down and opened his suit case.

"There you are. I've been looking everywhere for you wormy. Now in you go." Ceres said as he picked up the larva and placed it in the suitcase and closed it.

He then stood up and saw everyone with shocked expressions.

"What?"

There was silence once again. Until Ruby spoke.

"HE CAUGHT THE MONSTER!"

Soon everyone cheered and rushed towards Ceres, picked him up and launching him into the air in victory.

" **HURRAH! HURRAH! HURRAH!** " Everyone cheered as they threw Ceres into the air over and over again.

And that's how Ceres became the hero of Beacon, a living legend.

 **AN:**

 **How was that? Good, bad, Meh. Well leave a comment or question and I will see you in the next chapter.**


	12. Chapter 8: Dancing with Fire

**AN:**

 **Hello again, sorry for the long wait many things are happening for me in the summer.**

 **I can't thank you readers enough for reading and supporting my story.**

 **You readers are the reason why I keep on writing.**

 **That and re-watching the Heart of the Swarm cinematic trailer also plays a part in it too.**

 **IMPORTANT NOTE: Make sure to read the bottom Author's Note. It's something important.**

 **Now without further ado here's the chapter you all been waiting for.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 8: Dancing with Fire**

 **Location: Beacon Academy, Combat Arena**

"And that's the match!" Glynda said as she approached both Pyrrha Nikos and the defeated form of Cardin Winchester.

Like all those in the audience, Ceres just watched the recent duel between the entirety of team CRDL and the lone champion of JNPR from his seat between Blake and Yang.

Suffice to say it was a one sided fight from the beginning, as Pyrrha used her skills (and discreet use of her semblance) to win the duel with being hit once.

She wasn't called "The Invincible Girl" for nothing.

It had been four days since Ceres came back to Beacon and had the discussion with his team. After the discussion, Ceres has been helping his team find the whereabouts of both the White Fang and their leader Roman Torchwick, secretly through the use of his spies within the Atlas military.

So far they have a general idea where the master criminal and the terrorist organization might be, however, this wasn't enough for a certain Faunus in their team.

Ceres looked over to Blake and saw that instead of watching the previous duel, she was instead reading over her notes about their teams' recent findings. For the past four days, Blake has been driving herself up the wall in order to any type of information about the White Fang and their plans. While the rest of team RWBY is worried about her health and mental state, Ceres simply chose to let her be.

Like he believes, team RWBY can look after one another. He will only intervene if needed.

Other than looking for the White Fang with his team, Ceres has been also overlooking the steady growth of his new hive cluster deep within the Emerald Forest.

He kept the Lair as it is, for a Hive is massive and can be easily seen above the tree line no matter how tall the trees were within that forest. His sizable force of Zerg grew, doubling its size in the past three days thanks to the constant reinforcements from the main hive clusters.

Ceres was pondering over the events of the past four days until Miss Goodwitch interrupted his thoughts.

"Alright, now I know that's a tough act to follow but we have time for another sparring match. Any volunteers?" Glynda asked as she gazed over the audience for any volunteers.

Her eyes landed on Blake. "Miss Belladonna?"

Blake jumped and closed her book in surprise as she stared at the teacher with wide eyes.

Glynda continued. "You've been rather docile for the past few classes. Why don't you-"

"I'll do it!" someone interrupted. Ceres turned to see the person who volunteered in Blake's stead.

The person was an adolescent male with messy gray hair, gray eyes and pale skin. He is currently wearing a black and gray partial zip jacket with rerebraces, vembraces, and black/gray fingerless gloves protecting both his arms and hands. He is also wearing black pants with a single gray strip going down the leg with a pair of equally colored shoes and a modified gray and black stash hanging from his hip.

"Mercury is it? Very well. Let's find you an opponent." Glynda states as she started searching through her scroll tablet.

However, Mercury had other ideas.

"Actually. I wanna fight… her." Mercury stated as he points to Pyrrha.

"Me?!" Pyrrha said in a surprised tone.

"I'm afraid miss Nikos has just finished a match. I'd recommend you choose another partner." Glynda suggested in a stern tone. However, Pyrrha quickly turned towards the professor.

"No! It's fine." She then turned back towards Mercury. "I'll be happy to oblige."

Mercury simply smirked and calmly walked towards the locker rooms.

After a brief moment he exited the locker rooms. From what Ceres can see Mercury is now wearing armored boots, each with a belt of bullets.

Mercury's weapons are similar to Yang's, but for his feet rather than his fists.

' _So he fights more with his legs rather than anything else. Interesting…'_ Ceres deduced.

Ceres watched as Mercury and Pyrrha stood a good couple of feet away from one another, taking up their basic combat stances.

After a brief standoff, Mercury ran towards Pyrrha and threw a round house kick towards her.

However, Pyrrha blocked the kick with her shield and immediately swiped her weapon at Mercury's standing leg, tripping him.

As soon as he fell, he immediately flipped back up and back flipped two times, distancing himself away from Pyrrha and stood there staring.

After a brief moment Pyrrha charged, blocking kick after kick from Mercury. On the final left kick Pyrrha bashed Mercury with her shield sending him sliding back.

After regaining his posture, Mercury just gave an impressed nod.

"Hey your friend's doing pretty good." Ruby complimented Mercury's partner.

Mercury's partner is a thin female with medium-brown skin and dark red eyes. Her hair is colored light mint green, cut with a straight fringe and bangs with two long locks at the back. She is wearing an exotic white top and olive undershirt as well as white pants and brown chaps with high-heeled shoes.

This girl gave a fake smile towards Ruby. Once Ruby turned around she immediately adopted a blank look.

Ceres saw this and chose to ignore it as he brought his attention back towards the ensuing fight.

Right now he saw Mercury gave a series of quick round house kicks, which Pyrrha blocked and dodged as she was slowly being pushed back on the defensive.

Mercury didn't let up as he bicycle kicked Pyrrha's shield followed by a series of side kicks. Pyrrha blocked all these kicks, even going so far as to flip her weapon out of her right hand in order to block a left kick.

However, as soon as she grabbed her weapon from the air, Mercury kicked it out of her hand as it embedded itself into the floor just a few feet beside Pyrrha.

As both combatants stared at one another, Mercury gave a smirk of victory as he threw a round-house kick towards Pyrrha's head and seemly missed.

To most of the audience it looked as if Mercury simply missed his kick.

But to Ceres, he saw how Pyrrha subtly used her semblance to move Mercury's foot just a few centimeters away from her before releasing it.

Ceres gave a small smirk. This is the secret of Pyrrha's fighting style and all of her victories. Using her semblance to make it seem that she is untouchable and invincible to all.

Mercury stumbled a bit from his missed kick as he was now down on one knee. Pyrrha immediately grabbed her weapon and charged shield first towards Mercury.

Mercury simply jumped onto her shield…

 **BANG!**

…and launch off of it with his gun boots, standing a good distance away from his opponent.

Pyrrha soon charged, ready to end the fight once and for all.

"I forfeit."

Only to gasp in surprise as she ran past Mercury and stopped in disbelief as she turned towards him.

"You, don't even want to try?" Pyrrha asked in disbelief. Mercury simply raised his hands and shrugged in a carefree manner. "What's the point? You're a world renowned fighter, we're obviously leagues apart."

Pyrrha gave an annoyed expression to the gray haired teen as Glynda came forward.

"In that case, Pyrrha Nikos is the victor of the match, again." Glynda states as she looked towards Mercury with a frown. "Next time you may want to think a little harder before choosing an opponent." Glynda said in a calm but stern tone.

However, said boy wasn't fazed by her stern tone as he waved it off.

"I'll be sure to do that." Mercury said in a carefree tone as he walked towards the exit.

As Pyrrha was also leaving Glynda brought her attention back towards the audience.

"Alright, we have time for one more sparring match. Miss Belladonna would you like to participate this time?" Glynda asked as Blake jolted in surprise once again.

"Well I-"

"I'll volunteer in her stead."

Blake looked beside her in surprise as Ceres stood from his seat.

"Blake here didn't get enough sleep last night. Been up all night studying for Professor Port's test." Ceres explained. This was a half-truth; Blake was awake for most of the night but not studying for a test, instead she has been doing her usual research on a certain criminal group.

Glynda nodded. "Very well. Miss Belladonna, make sure you get enough sleep from now on. I know academic achievement is important, but your team needs you to be in the best shape at all times. Am I understood." Glynda said in a strict tone.

Blake nodded in reply.

"Good. Now as for you Mr. Kerrigan, let's find you an opponent." Glynda said as she started searching through her scroll tablet.

At this point both Pyrrha and Mercury returned and sat with their respective partners.

After a brief moment the professor turned her attention back towards Ceres. "Here we go Mr. Kerrigan, your opponent will Emerald Sustrai. Will both combatants please make their way down towards the arena."

As Ceres was making his way towards the locker rooms, he then saw the same mint-haired girl Ruby complimented earlier angrily stormed her way towards the locker rooms, leaving her partner Mercury laughing up a storm with what seems to be a comically large bump on his head.

Ceres simply turned back around and made his way to the locker rooms in order to prepare for the upcoming duel.

* * *

 **10 minutes later.**

Ceres now finds himself standing in the arena, wearing his usual attire and signature lab coat.

Across from him stands his opponent, the mint-haired girl named Emerald.

Both combatants to the untrained eye seemed calm and ignorant of anything around them.

However, to the trained eye both combatants were more than ready to fight at a moment's notice.

Glynda saw this as she gave one final warning to Ceres.

"Mr. Kerrigan, if you can try to fight in a less brutal manner and use your weapon more often. Remember, Professor Ozpin gave you those weapons as a gift." Glynda reminded in a strict tone.

Ever since Ceres was enrolled into her course, the professor always had a slight dislike of how he fought his opponents, saying either he could've finish his opponents in a cleaner fashion or use his weapon more often.

The reasoning for this criticism is because every time Ceres had to fight in her class, he chooses not to use his weapons but rather to use his fists for combat.

Compared to fighting against the martial skill of the Protoss's warriors, the vicious savagery of the numberless Zerg, and the mass firepower of the Terrans, only few students within the academy can force him to use his weapons in a one on one situation.

As for his fighting style, his style is part heightened fighting instincts and taking his opponent down and making sure they STAY down by any means necessary. Something that most people don't necessarily enjoy watching or like fighting against.

Thus he soon gained a fearsome reputation among the students of Beacon as being a merciless and brutal fighter.

However, unlike his usual opponents who are usually either eager or scared to fight him, he could sense that Emerald is calm but tense, ready to fight.

Ceres saw it in her eyes. He recognizes the look in her eyes, the eyes of someone who fights in order to survive and dominate.

Ceres gave a slight smirk as he simply nodded his head in reply towards Glynda.

The professor sighed. "Very well. Both of you may begin when ready."

For a brief moment both Ceres and Emerald simply stared at one another, waiting for the other to make the first move.

Suddenly Emerald pulled out both her weapons and started firing them at Ceres in quick succession. Ceres nimbly dodged left and right as he quickly closed the gap between him and Emerald.

Emerald, realizing that shooting him won't work, flicked out blades that were underneath both of her weapons, turning them into kamas.

As Ceres approached he jumped and went for a spinning round-house kick aiming for her head. Emerald simply ducked underneath the kick and immediately swung a kama at Ceres back. Her blade detached as it was now attached to a long chain and descended on Ceres.

As soon as Ceres landed he spun to the left dodging the blade, then immediately grabbed the extended chain and gave it a hard yank.

Emerald gasped as she suddenly found herself flying towards Ceres. As she was rapidly approaching Ceres slammed his right elbow into her face as she greatly recoiled from the strike and rolled a few feet behind him.

In a show of rare mercy, Ceres waited as Emerald slowly stood up, still shaken by Ceres's pervious attack.

As soon as Emerald gathered her bearings Ceres threw her chain sickle at her feet.

Emerald in return immediately retracted her blade back into kama form and took up a combat stance, eyes now steeled.

Ceres merely stood stock straight with both hands behind his back, waiting.

After a brief moment Emerald swung both of her kamas in a wide arc as both blades detached and chains extended, sending both blades towards Ceres's head.

Ceres simply bent backwards as the blades flew mere centimeters above his face.

As the blades past he stood stock straight once again as Emerald spun her chains and blades around her.

She then started to rapidly send strike after strike of chain and blades towards Ceres, each time in different directions. However, Ceres dodged each strike with what seemed to be practiced ease as his hands were still behind his back.

With each strike Ceres dodges, Emerald became increasingly more and more annoyed.

What broke the camel's back was when Ceres dodged another one of her strikes she saw him, for a brief moment, give her a smug smile.

This greatly angered the green haired teen as she had enough and activated her trump card. Her semblance.

Ceres soon saw Emerald disappeared from sight, right in front of him. However, he did not panic, he can still sense where she is as she is silently walking around him like a predator cornering her prey.

' _This must be her semblance. It's not the ability to turn invisible, there were no initial hints of surprise among the audience when she used it. So it must be an ability that affects me specifically. Let us check shall we.'_ Ceres pondered as he used his psionics at a subtle level in order to analyze this phenomenon. A second later a ghost of a smile spread across his face.

' _I see… it's a direct illusion. Well… why don't we play along for just a moment.'_ Ceres decided as he then started to look around with a concerned expression.

Emerald took the bait and rushed him, she then sliced the back of Ceres's legs then immediately followed it up with slicing his back, shoulders, and chest in a flourish of blades, each strike cutting deep and drawing blood, and each time Ceres could see her visually for a brief moment before disappearing.

As Emerald kept striking a seemly confused and defenseless Ceres, the audience was murmuring in concern and confusion. For them it looks as if Ceres suddenly lost his ability to fight back, however, for a certain gray haired teen he merely smiled, knowing what's really happening.

"CERES! WHAT ARE YOU DOING!? SHE'S RIGHT THERE!" Yang exclaimed shooting up from her seat in frustration, however, Glynda gave her a stern glare and Yang immediately sat back down. Everyone in the audience can see from the overhead screen that Ceres's aura was slowly being whittled down to the yellow bordering on red.

Ceres, still standing but bloody from the numerous cuts, could feel the smug grin coming from Emerald as she believed she had won.

Ceres could sense Emerald behind him as she slowly raised one of her weapons, wanting to draw out his imminent defeat. All of team RWBY (sans Blake) were holding their breaths in worry as they see no way for Ceres to win.

However, just before Emerald could deal the final blow, faster than the eye could see Ceres spun around and grabbed Emerald by the throat with his left hand, slowly choking her.

"Gotcha."

Emerald eyes went wide with surprise and shock as did Mercury. All of team RWBY (sans Blake) and the rest of the audience were greatly surprised by this sudden turn of events.

Emerald tried to shoot him but Ceres merely slapped both of her weapons away before she could.

He then forced her down to her knees, hand slowly crushing her windpipe.

"H-h-how?" Emerald choked out as she stared with both shock and fear, desperately clawing at his hands for release. Ceres just gave her an apathetic expression and brought back his right hand forming it into a fist.

 **Smack!**

He brought back his fist again…

 **Smack!**

And again…

 **Smack!**

And again…

 **Smack!**

And again…

 **Smack!**

 **Smack!**

 **Smack!**

 **Smack!**

 **SMACK!**

 **SMACK!**

 **SMACK!**

"That is enough Mr. Kerrigan!"

Ceres immediately stopped mid swing as he was still holding the now unconscious form of Emerald. He looked towards the combat professor holding her riding crop at the ready, then without a word he dropped Emerald unceremonially onto the floor and stepped a few feet away from the unconscious body.

Glynda then brought down her weapon but still held it in case Ceres did anything.

"Mr. Kerrigan is the winner of the match." Glynda stated as she gave Ceres a stern glare. She continued. "How many times do I have to ask for you to at LEAST refrain from brutally beating your opponent?" Glynda asked in an annoyed tone as she rubbed her temples.

Ceres chuckled. "As many times as you place me in this arena." Ceres replied. Glynda sighed once more.

 **BEEP! BEEP! BEEP! BEEP!**

The class bell rung, soon everyone in the audience made their way towards the exit.

"That's all for today. And remember the dance is this weekend, but you all have your first missions on Monday. I will not except any excuses. Also can Emerald's team come and take her to the infirmary to check if she is alright." Glynda ordered as Ceres walked towards the locker rooms.

On his way he came face to face with Emerald's partner, Mercury.

They stared at one another for a brief moment until Mercury gave a carefree smile and walked around Ceres.

Ceres watched as Mercury made his way towards his unconscious partner before resuming back towards his destination.

Something tells him that he will see those two again.

* * *

 **Location: Beacon Academy, Dormitories**

After combat class Ceres met up with the rest of his team outside of the building in order to go to their next class.

When they were about to leave Blake was soon stopped by Sun Wukong as he then proceeded to ask Blake to be his date to the upcoming dance.

However, Blake viciously declined the date and soon left the poor monkey Faunus heartbroken as he trudged away in depression.

The rest of team RWBY gave each other worried looks, Ceres didn't need to read their minds to know who they're worried about.

Soon Ceres and team RWBY arrived to their next class, history, led by the course professor Bartholomew Oobleck. Suffice to say Ceres was interested in the lessons pertaining to Remnants past history, especially the war history.

He also wondered how a man like Bartholomew moves/speaks as fast as he does just from consuming a caffeinated drink.

He will look into that later.

After History class, Ceres told his team that he'll be at the library doing the weekly readings for their classes. Blake also wanted to go to the library for her own reasons, but the rest of her team dragged her back to their dorm room in order to have a "talk."

Ceres simply ignored the tired, angry, and flailing cat Faunus as he made his way towards his destination.

Once he arrived at the library, he simply found an empty table and started reading his textbooks. However, he was actually overseeing the conditions of the entirety of his Zerg Brood and used the excuse of studying as a cover to do so.

First he checked the conditions of his new hive within the Emerald Forest. Overall his new hive is growing at a steady pace as his forces at the hive had almost tripled their numbers and started spawning the more advance Zerg units. His scouts also had numerous skirmishes with the indigenous Grimm, but unlike the Grimm within the Dragon Continent, these Grimm never met anything like the Zerg and thus were easily taken care of.

After reviewing the new hive, he then contacted Galash for a daily report on his Brood. Galash reported that all was well and that Violet's education is coming along fine.

Then lastly, and most importantly, Ceres contacted his other Broodmother, Lysandra. So far Lysandra didn't find any signs of Terran, Protoss, or Zerg civilizations, just a few planets each with their own different type of ecosystem.

Ceres ordered the Broodmother to continue her search and to contact him when she finds anything. As he cut communications with the Broodmother he realized he had been in the library for more than two hours, thus he soon left.

Now Ceres is making his way back towards his dorm room, he was almost there he just needed to take the turn around the approaching corner.

As he turned the corner he then saw Blake exiting their dorm room, she soon stopped in her tacks when she came face to face with Ceres.

After a brief moment of silence, Blake shook her head and walked past the still standing Ceres.

"Where are you going Blake?" Ceres asked without turning around. Blake once again stopped in her tracks.

"I'm going to the library."

"What are you going to be doing?"

"What I've been doing for the past four days."

Another brief moment of silence past between the two.

Blake sighed. "Ceres I know what you're trying to do, but I'm not going to stop or slow down until the White Fang and Roman are stopped. So until then, don't try to stop me." Blake said as she then continued down the hall at a faster paced.

"Who said I'm trying to stop you." Blake froze in surprise as she turned towards Ceres, who still has his back towards her.

"What did you say?" Blake asked in a confused tone. Ceres then finally turned around to face her.

"I said that I'm not going to stop you or tell you to slow down." Ceres replied for confirmation as Blake pondered on what he just said.

He continued. "I believe that everyone is entitled to their own decisions on how they want to live out their own lives. The people around you Blake can only give you options or suggestions, each with different paths and each with different results. However, these are just choices given to you, it's ultimately up to you to choose which path you want to take in your life. Just keep in mind Blake, the people that surrounds you deeply care for you whether you see it or not. Sometimes, it's best to listen to what they have to say."

Blake is now in deep thought, pondering on what Ceres just said.

*sigh* "Alright Ceres, I see what you mean but-"

 **DRDRDRDRDRRRRRRUUMMMMM!**

"WEEEEIISSS~!"

Both Blake and Ceres saw Jaune standing in front of their dorm room playing an acoustic guitar, trying to possibly serenade a certain heiress to go with him to the upcoming dance.

 **Slam!**

Weiss in reply slammed the door closed on the blonde knight's face.

"Oh come on. Open the door." Jaune said in a sad tone as he kept knocking on the door.

A brief moment of silence past by.

"… I promise not to sing."

Soon the door opened.

 **DRDRDRDRDR!** "I LIIIEED~!"

He continued to sing.

"Weiss Schnne, will you accompany me, to the dance on… Sunday~?" Jaune sang/asked as he played the guitar.

However, from what both Ceres and Blake could hear, Weiss was not amused.

"Are you done?"

"Yes?"

"No."

 **Slam!**

The rejected knight groaned and made his way back towards his own dorm room, guitar dragging behind him.

As soon as Jaune entered his room Ceres turned back towards Blake. Both were awkwardly staring at one another after what just happened.

Ceres broke the silence. "It appears that I've taken too much of your time Blake. I'll see you next time we meet. Just take in consideration on what I said before we we're… interrupted." Ceres said as Blake simply nodded in agreement.

Soon both turned away from each other, one heading towards the library and the other heading toward their dorm room.

However, one of them had a lot to ponder on what the other said.

* * *

 **Location: Beacon Academy, Cinder's Dorm**

At the end of the day Cinder sat on her bed sewing her special "dress" in her dorm room, temporarily given to her by Beacon academy, under the guise of an exchange student from Haven Academy.

She was not alone however, as in front of her were her two loyal "team members."

Mercury, the son of an assassin, is currently laying on the floor reading his choice of literature, comic books.

Emerald, a "master" thief, on the other hand is sitting beside the gray haired teen facing Cinder, holding on one hand her scroll with the lists of students and their transcripts going through it for Cinder, and on the other a bag of ice for a bruised eye.

All three occupants were going over the list of students that were most likely going to be fighting in the tournament.

Seeing which student would fit perfectly for their overall plan for Vale and its people.

"Next is Pyrrha Nikos." Emerald states.

"Ahh, the invincible girl." Cinder said in recognition.

"She's smart, but I wouldn't say invincible." Mercury explained as he continues to read his comic.

"Do tell." Cinder asked in slight curiosity.

"Her semblance is polarity, but you'd never know it just by watching." Emerald answered

Mercury then sat up and placed his comic away. "After she made contact with my boots she was able to move them around however she wanted. But she only made slight adjustments." Mercury added.

Emerald continued. "Just enough to make it look like she's untouchable. She doesn't broadcast her powers so it puts her opponents at a disadvantage." Cinder hummed in understanding.

"Hmm, people assume she's fated for victory when she's really taken fate into her own hands… Interesting. Add her to the list." Cinder ordered as Emerald made the arrangements on her scroll.

"You should be able to take her no problem." Mercury stated in a confident tone. However, Cinder stopped her sewing for just a moment.

"It's not about overpowering the enemy… It's about taking away what power they have. And we will, in time." She then resumes her sewing as Mercury lays back on the floor.

*sighs* "I hate waiting." Mercury whined.

"Don't worry Mercury, we have a fun weekend ahead of us. Now then, who is next on our list?" Cinder asked. Emerald searched her scroll and soon found the final student's transcript and scowled.

"The final student is Ceres Kerrigan." Emerald growled as she almost crushed the scroll in her hands. Cinder stopped sewing as Mercury turned to lay on his side facing Emerald with an amused smirk.

"The merciless monster of Beacon. I've only heard rumors about him and they were mostly about his recent matches. Tell me Emerald, what was it like facing him?" Cinder asked in slight curiosity.

But before Emerald could answer Mercury beat her to it. "It was a bit surprising and funny to watch. At first when the match started, Emerald tried hitting him multiple times but he dodged all her attacks like it was nothing. Then Emerald got fed up with it and used her semblance on him. It worked for a little while until Ceres caught Emerald and started pulverizing her face in until her lights went out." Mercury explained to the ire of the mint haired teen.

Cinder frowned. "Emerald you used your semblance when I explicitly told you not to use it until the time is right or in secret. We don't want anyone getting any ideas when we finally commence our plan, especially a certain headmaster. Do I make myself clear?" Cinder said in a stern tone as Emerald looked down in both shame and embarrassment.

"Yes Cinder. I'll make sure it never happens again." Emerald replied as Cinder smiled. "Good, now tell me more about this boy, I'm VERY interested about the one who manage to beat you Emerald." Cinder said in an amused tone as she resumed sewing. Emerald looked over Ceres's transcripts.

"It's says here he's a recent addition to the academy. He came about two weeks ago on full scholarship and handpicked by Ozpin himself." Emerald explained as this caught Cinder's attention.

"What else?"

"It says he came from a small village from the western continent. He lived there with his adoptive father, who was a Huntsman, and was trained by his father. However, just two months ago his village was overrun by Grimm which killed all the villagers that didn't escape in time, including his father. Somehow he manages to survive the Grimm onslaught and survived for two entire months in the ruins of his village until Atlas came with a rescue party that so happens to have Ozpin on board. Ozpin saw his skills and offered him a position in his school, and we know the rest." Emerald explained.

Cinder nodded. "Hmm, what else?"

"It says here his semblance is…" Emerald's eyes widened in worry. "Mind manipulation, the ability to read and manipulate minds through skin contact." Cinder frowned.

"Does he know?" Cinder asked in a dangerous tone as her eyes bored into Emerald's. Emerald started panicking in fear.

"I-I-I don't think he knows! It says here he can only manipulate memories one hour prior to the present and he can only read surface thoughts." Emerald hastily explains as Cinder slowly went back to her sewing.

"Still, be careful around him you two. We can't afford for anyone to know our plans. Especially those that HE has his eyes on." Cinder explained as both Mercury and Emerald nodded.

"In fact, I think we can use this to our advantage." This confused both Mercury and Emerald.

"What do you mean Cinder?" Mercury asked in a confused tone.

Cinder simply smiled. "He's with team RWBY is he not? Not only that but their team has close relations with team JNPR. If we can get him to our side, he can prove to be a useful ally for our plans." Mercury nodded in understanding, however, Emerald voiced her objection.

"But Cinder! You can't be serious?! He's dangerous!" Emerald exclaimed in protest as Cinder continued to smile.

"Ohh Emerald, even the most violent of animals can be tamed if you know how to approach them. Leave convincing Ceres up to me." Cinder said in her usual sultry tone. Both Mercury and Emerald didn't argue as they simply nodded their head obediently.

Cinder stopped sewing. "It's getting late you two. We'll talk more about our plans tomorrow." Cinder explained as both Mercury and Emerald went to their respective beds.

Cinder held out her newly made dress in front of her, her smile turning more sinister with each passing moment.

* * *

 **Location: Beacon Academy, Dance Hall**

It was the day before the dance. Ceres, Ruby, Yang, and Weiss are currently in the dance hall preparing the hall for tomorrow's event.

Normally Ceres wouldn't go to such an event, however, if he didn't go his own team would become suspicious of as to why he didn't want to go. If he learned anything about his own team, is that they can be unrelenting when it comes to finding out about someone.

Unfortunately, Blake wasn't with them as she is currently in the library, continuing her constant search for any information about her old organization and the master criminal who is leading them.

Ruby is currently sitting at a lone table with her head held up by an arm while the rest of her team (sans Blake) are putting the finishing touches to the hall. Ceres can tell that his team leader is miserable about the fact that Blake still refuses to go to tomorrow's event.

 **Slam!**

"I need you to pick a tablecloth." Weiss said as she presented two cloths of the same color and shape, bringing Ruby out of her daze state.

Ruby gave an incredulous stare at both cloths before looking at Weiss. "Aren't they both the same?" She asked in a confused tone.

Weiss sighed. "I don't even know why I asked" Weiss said in an annoyed tone as she soon walked away.

Soon after, Ruby's sister, Yang, came along carrying a fairly large and heavy stereo. As she placed the stereo down, shaking the entire hall for just a moment, she then made her way over to the miserable red reaper.

"So, have you picked out a dress yet?" Yang asked as Ruby turned her head towards her.

"What's the point? Who cares about the dance if Blake isn't going?" Ruby said in a bland, miserable tone.

"Oh, don't worry. She's going." Yang stated with a confident smirk. Yang then turned to look around the hall until she sees Ceres placing doilies on each table with Weiss overseeing him.

"Weiss! I thought we agreed! No doilies!" Yang exclaimed catching the attention of the heiress, Ceres ignored her and continued on.

Weiss quickly made her way towards Yang. "If I don't get doilies, you don't get fog machines." Weiss argued as she pointed a finger in Yang's face, but before both girls went into a shouting match the hall doors opened as two familiar teens walked into the room.

"Your dance is gonna have fog machines?" Neptune asked as he walked in with Sun in tow.

Weiss immediately became smitten in the boy's presence.

"We were thinking about it." Weiss replied with a bright smile.

"That's cool." Neptune said as Weiss gave him a happy smile, happy to see him once again.

Her smile soon fell when Sun ruined her happy moment.

"You ladies all excited for dress up?" Sun asked in a slightly excited tone.

All the girls rolled their eyes. "Pfft, yeah right." Ruby replied, not excited one bit.

"Laugh all you want. I'll be turning heads tomorrow night." Yang said with confidence.

"What are you two wearing?" Weiss asked the two boys, changing the subject.

"Psh. Uh, this." Sun said as he gestured to his current attire as if it was obvious. Neptune then pushed the blonde Faunus behind him, raising a hand in front of Sun as he rolled his eyes.

"Ignore him, for he knows not what he says." Neptune said in a bland disappointed tone. Sun moved past him. "Hey I may have moved to Mistral, but I grew up in Vacuo. It's not exactly a shirt-and-tie kinda place." Sun explained.

Ruby, Yang, and Weiss gave Sun a deadpanned stare.

"Yeah, we've noticed."

"There is a thing called a shirt. It's used to cover one's decency. You should try it, unless you're allergic to such a simple piece of clothing."

Sun turned and glared at the approaching Ceres as everyone else laughed at said teen's expense.

"Yeah well! What are you going to be wearing for the dance?" Sun demanded in an annoyed tone.

"Unlike you, I'll be wearing a suit-and-tie provided by the academy. Simple and easy to obtain. But enough about me, you're here for someone else, aren't you?" Ceres asked in an inquisitive tone.

Sun soon dropped his glare and looked back towards the girls.

"Yeah, so, uh… what does Blake think of all this? She still being all, you know… Blakey?" Sun hesitantly asked.

"Obviously." Weiss replied. "I still can't think of a way to change her mind." Ruby said as she still couldn't find a solution.

However, Yang adopted a confident smirk.

"Guys. Trust me. Blake will be at the dance tomorrow." Yang said with conviction as she made her way out the door. The rest of the teens (sans Ceres) gave each other confused looks.

"What does she mean by that?" Sun asked to no one in particular.

"I think Yang is going to try to convince Blake to go to the dance." Neptune replied.

"Do you guys think we should help her?" Ruby asked.

"No. I trust Yang to handle this situation by herself. If we interfere then we're just going to make things worse." Ceres said leaving no room for argument. Everyone simply nodded their heads in agreement.

"Welp! It was nice meeting you girls again, but me and Neptune need to freshen up for the dance tomorrow." Sun stated as he soon made his way towards the exit with Neptune in tow as he waved goodbye.

As soon as both boys left Weiss turned her attention towards Ruby.

"Ruby we still need to pick out a dress for you. Come on let's go to Vale and see what they have to offer." Weiss said as Ruby's eyes widened in fear.

"Uhhh. I'm fine Weiss! I already have a dress for the dance tomorrow!" Ruby explained in a panicked tone. However, Weiss wasn't convinced.

"If you call your combat skirt and red hood a dress, then you have some serious issues with your fashion sense. Let's go!" Weiss said as she started dragging the flailing reaper by her hood.

"NO CERES! DON'T LET HER TAKE ME!" Ruby exclaimed in desperation. Ceres merely smiled as he waved his hand, much to Ruby's ire.

As the two girls left the room Weiss poked her head back in.

"Oh! And Ceres, could you be so kind as to clean up any leftover material we have in this room? Thank you!" Weiss asked not giving Ceres the time to reply as she shut the door.

Ceres looked around and saw many boxes of extra supplies all around the room.

*sigh* "This might take some time."

* * *

 **3 hours later…**

After hours of cleaning and adding the finishing touches to the dance hall, Ceres is now making his way towards the student center in order to pick up his suit.

He was almost to his destination, however, as he turned a corner someone abruptly bumped into him.

"Oof!"

Ceres looked down and saw the one who bumped into him.

It was a girl- no- a woman, she has a pale-white complexion, ashen-black hair, and bright amber eyes, all of these features makes her desirable to a human male's eyes. She is currently wearing a Haven Academy uniform with full black tights and white gloves that fit her style rather well.

From her spot on the ground she looked up towards Ceres with an obvious expression of annoyance. However, her annoyed expression changed into a smile when she recognized who she just bumped into.

"Sorry for bumping into you. Would you be so kind as to help a lady up?" The girl asked in an amused tone as she brought a single delicate hand up towards him.

Ceres chuckled. "Do not worry, I'm also part to blame." He said as he took her hand and gently pulled her up.

"Sorry. I didn't get your name?" Ceres asked, the woman smiled. "Cinder." She replied.

"Well Cinder. My name is Ceres Kerrigan." Ceres said. The woman now named Cinder continued to smile. To most the smile is merely a friendly gesture to them, however, to someone like Ceres he can see that her smile is hiding something more.

"Ahh I have heard of you. You made quite the reputation among the students here, especially those who are here for the tournament." Cinder said in an amused tone. Ceres chuckled. "Yes, I've heard the rumors. Some of them are true, but many others are very… imaginative to say the least."

It was Cinder's turn to chuckle. "Yes I have to agree, they said one time you were bitten by a King Taijitu."

"Yes, and after three days of pain and agony… the Taijitu died." Ceres finished as they both shared a small laugh.

"A gentleman and a comedian. Those are rare traits for a man now-a-days." Cinder stated.

Ceres gave a small smile. "Yes, especially in a world like this. One must always find enjoyment in even the smallest of things lest they succumb to the darkness ahead." Ceres explained in a calm tone.

Cinder nodded her head in approval. "Wise words. Are you sure you're a huntsman-in-training not a philosopher?" Cinder asked. Ceres gave a small smile. "Yes I am, but unlike most of the students here, I have experienced the true reality of this world and how cruel it can be." Ceres explained, tone turning more remorseful with each passing word.

Cinder's smile never left her face. "But instead of succumbing to this harsh world, you instead stood your ground and face against it." Cinder said in an amused tone.

She continued. "This just shows how powerful you are compared to the rest of the students and even some of the professors, and they fear you for it, calling you a monster in human skin." Cinder explained in a sincere tone. She then approached Ceres and brought a gloved hand to gently caress his cheek. "However, what they see a monster, I see a very powerful and very strong man who won't succumb to anything he faces and will fight in order to survive."

Ceres kept an emotionless stare for a brief moment until he gave a small smile and gently held Cinder's hand.

"Thank you Cinder, it's nice to know that not everyone sees me as a brutal monster." Ceres said in a calm and happy tone. Cinder brought back her hand from Ceres's gentle grip.

"I'm glad I can be of some help, Ceres. If you need someone to talk to, just come and find me, I'm not hard to find." Cinder offered in a calm tone.

"Then I'll see you next time, maybe at the dance tomorrow?" Ceres asked in a calm and somewhat hopeful tone.

Cinder kept her smile as she walked past him, when she was a few feet away from him she turned her head towards him. "I'll save you a dance. See you until then, Ceres."

"Till we meet again, Cinder." Cinder then kept walking as so did Ceres.

However, while Cinder's smile is one of accomplishment, Ceres's was one of self-amusement.

Halfway into the conversation, Ceres used his psionics to secretly scan Cinder's mind. What he found greatly intrigued him.

' _Cinder Fall… to think that you can manipulate me to be your pawn in your little game. Your plan for this world and its inhabitants is impressive to say the least. However, you just made your biggest mistake...'_

Ceres's smile grew more predatory.

' _You decided to get me involved.'_

* * *

 **Location: Beacon Academy, Dance Hall**

It was the night of the dance, students and teachers alike were either dancing or conversing among themselves over a delicious cup of fruit punch.

Students were still arriving, whether they were with someone or not they still came to enjoy the night for all its worth.

Ceres, now in a simple black suit and tie, arrived to the dance hall and was greeted by a familiar blonde bombshell wearing a simple white, sleeveless dress.

Said bombshell gave him a low whistle.

"Dang Ceres. You clean up good. That suit really… SUITS you! Huh, huh, get it." Yang joked in a hopeful tone. Ceres raised an eyebrow. "Aren't I'm always clean?" Ceres asked in a confused tone, completely missing the pun.

Yang gave him a deadpanned stare. "Yes, but you're always in that lab coat like Ruby with her red cloak. It's nice to see you in something else for a change." Yang said, slightly disappointed that Ceres completely missed her joke. Ceres rolled his eyes, he then gave Yang a small smile. "You look great tonight Yang." Ceres complimented.

Yang laughed and waved a hand. "Aww shucks Ceres, you make me blush!" Yang said in a happy tone. She continued. "Well what are you waiting for? A date? Well you won't find one standing here, I saw a bunch of girls coming in alone, if you hurry you can snag a few of them." Yang said as she winked. Ceres merely rolled his eyes and proceeded past Yang and towards the punch table.

He grabbed himself a cup of punch and stood near the bowel, merely observing everything that is going on the dancehall.

He saw Weiss, alone, trying to fix (and failing) a drooped flower.

Jaune is standing awkwardly in the corner, alone and somewhat depressed.

Nora was pulling Ren towards the dance floor, poor boy.

"Ohh you look beautiful!"

Ceres then heard Yang from the hall entrance, what he saw brought a smile to his face.

Ruby finally arrived, she is wearing a short, red, sleeveless dress with a black sash around the waist and black edging at the bottom. She is also wearing a semi-transparent black panty house and black pumps.

She is currently wobbling her way over to Yang as said girl is laughing at her expense. Ceres made his way over towards the two girls, just as he arrived Ruby tripped on her own two feet.

"WOAH!"

Ceres caught her and manage to balance Ruby back onto her own two feet.

"Are you ok Ruby?" Ceres asked, Ruby blushed in embarrassment. "Thanks Ceres, I friggin HATE this tight dress and these stupid lady slits they call shoes. How does Weiss even fight in these?!" Ruby exclaimed in both anger and frustration.

Ceres chuckled. "Well you're just going to wear it only once for this specific event and besides, you look wonderful, it really brings out your feminine beauty." Ceres complimented as Ruby started blushing up a storm and Yang laughing in her expense.

Before Ruby could say anything, the doors opened once again as two familiar Faunus entered the room, arm in arm.

"Blake! You're here!" Exclaimed Ruby as both Blake and Sun approached the group. At this time Weiss arrived as well to greet the Faunus couple.

Blake was wearing a black dress with black wrist cuffs around her wrist and her usual black bow and black high heels.

Sun's attire is similar to his original, except he's wearing a buttoned up, black dress shirt with the top two buttons loose and loosely wearing a white neck tie.

"See, what did I tell you guys! I told you she will be coming to the dance." Yang boasted as she strutted her way towards Blake and offered her an arm.

"Would you care for a dance Blakey?" Yang asked in an amused tone, Blake rolled her eyes but smiled none the less and took Yang's arm.

"I would love to Yang." Blake replied as they made their way towards the dance floor. Sun just stared confused of what just happened.

"What just happened?"

"It appears Yang asked Blake for a dance." Weiss replied.

Sun shrugged. "As long as Blake enjoys herself, Then I don't care who she dances with." Sun said as he waited his turn. Soon Yang finished her dance and Sun took her place.

Yang approached and stood beside Ceres, Ruby, and Weiss, happy that Blake is finally enjoying herself.

"Excellent job Yang." Ceres complimented.

"Mission accomplished." Weiss added.

"So… what do we do now?" Ruby asked as she looked at each member of the group for an answer.

"Just have fun!" Yang answered as both she and Weiss started walking away, leaving Ruby and Ceres.

"Does that mean I can change out these stupid things and into my hood now?" Ruby asked Ceres in a hopeful tone.

"You can, if you want to walk back to our room in those." Ceres answered as he gestured towards her shoes.

She then turned back towards the dance floor in misery. "Stupid lady stilts."

Both Ruby and Ceres stood in comfortable silence until someone interrupted them.

"Not enjoying yourself?" Ozpin asked as he stood beside Ruby.

Ruby shook her head. "Oh! No. Haha. Everything's fine. I'm just not much of a fancey, pancey… dancey girl." Ruby explained to the headmaster.

"Well, you can't spend your entire life on the battlefield. Even if you may want to." Ozpin said in a calm tone.

Ruby crossed her arms and frowned. "Yeah, that lesson's been floating around a lot lately."

Ozpin nodded. "If you think about it, fighting and dancing aren't so different. Two partners interlocked. Although, one wrong move on the ballroom merely leads to a swollen foot." Ozpin explained, Ceres nodded in agreement as he saw the similarities.

"Or a twisted ankle…" Ruby added.

Ozpin then turned to Ruby. "It's not every day that friends are able to come together like this. Time has a way of testing our bonds. But it's nights like these that can help keep them stronger than ever. Nights like these are ones we'll never forget." Ozpin said as both Ceres and Ruby nodded, understanding his wise words.

"Well I'll leave you to yourselves. Enjoy the night Miss Rose and Mr. Kerrigan." Ozpin then left.

As soon as the headmaster left, both Ceres and Ruby heard the door opening. What they saw was both Mercury in a suit and bow, while his partner Emerald is wearing a dark green sleeveless dress.

Ceres made eye contact with Emerald and gave her a small wave and a friendly smile. Emerald, however, simply scowled in return and started dragging the gray haired teen towards the dance floor.

Ceres chuckled and brought his attention back towards Ruby, who was looking at the punch bowl.

"Hey Ruby?"

Ruby turned towards Ceres. "Yes Ceres?" She replied, Ceres then gave her a small smile as he held out his hand gently towards her.

"Do you want to dance?" Ceres asked in a calm tone. Ruby started blushing. "W-W-What?! Ceres I-uhh- don't know how to dance?" Ruby said in a timid tone as she timidly poked her index fingers together.

Ceres chuckled. "Me neither, but if it's anything like fighting, then I'm sure we'll be ok." Ceres assured her as he held his hand out, waiting for Ruby to take his hand.

Ruby nervously looked towards the dance floor. "Well… I'm afraid we might end up like THAT." Ruby said as she pointed towards the dance floor.

As Ceres followed to where his leader was pointing, he soon saw what she meant.

On the dance floor he sees both Nora and Ren. Nora is happily dancing away without a care for the world, seemly having the time of her life.

Ren on the other hand, was desperately trying to keep up with Nora's pace and trying to divert their "dancing" away from the other dancers, bystanders, and the food table, his feet suffering many times from Nora high-heeled shoes.

Poor boy.

Ceres then turned back towards his leader with a smile. "Don't worry Ruby, just follow my lead and we'll be ok." Ceres assured as he once again held his left hand out ready to take hers.

Ruby hesitated for only a moment before finally taking Ceres's hand with a large blush. Both Ruby and Ceres made their way towards the middle of the dance floor.

Ceres placed his right hand on Ruby's back as Ruby (observing the other dancers) placed her left hand on Ceres's right shoulder. They both stared at one another, Ceres keeping his usual calm demeanor while Ruby on the other hand is a nervous, blushing wreck.

"Ceres I don't know if this was such a good idea. I mean what if I trip! Or what if I step on your toes! What if-"

"Ruby, calm down. Like I said, just follow my lead and you will be fine. I promise that nothing will happen." Ceres said with a smile, Ruby took a deep breath and exhaled.

"Alright let's do this!"

With Ruby's confirmation, they started.

At first it was a bit clumsy due to Ruby not use to heels, but thanks to Ceres, Ruby soon got the hang of it and started truly dancing.

Both teens were enjoying their little dance that they had together, especially Ruby as she smiled in glee.

However, soon the song ended and thus in turn everyone stopped dancing, including Ceres and Ruby.

As they separated Ruby still held her smile. "That was so much fun! Thank you for teaching me Ceres! I didn't know you were such a good dancer!" Ruby said in an excited tone.

Ceres chuckled. "It's no problem at all Ruby. It was just a few simple steps, I'm just glad you enjoyed yourself." Ceres said, however, before Ruby could comment further Yang interrupted by hugging her from behind.

"Awww! My cute little sis is all grown up! Finally having her very first dance with a man!" Yang cooed much to Ruby's ire.

"YANG! LET GO OF ME! YOU'RE EMBARRASSING ME!"

Yang soon let go of Ruby as said girl crashed comically onto the ground. Yang then made her way over to Ceres and brought her arm around his shoulders, forcing him down to her level.

"Ceres! Thank you for giving Ruby such a great time! Just letting you know if you think of dating my sis I'll support you two all the way!" Yang teased trying to rile up Ceres. However, Ceres wasn't fazed one bit as he smiled. "I'm glad you think so. However, I don't know if Ruby will agree." Ceres said as Ruby blushed.

"YANG! I'm not going to date Ceres! No offense." Ruby exclaimed as she quickly apologized to Ceres. Ceres just nodded in reply as Yang released him.

Yang pouted. "Boo! You guys are no fun." She then adopted a devious grin. "But I'm sure dad will enjoy the pictures that I'll send him." Yang said as she pulled out her scroll and showed multiple pictures of Ruby and Ceres dancing.

Ruby's eyes widened as her pupils dilated. "Yang. Don't. You. Dare…" Ruby warned in a dangerous tone. Yang's grin grew as she simply waved the scroll in front of her.

"Boy would dad be surprised that little Ruby Rose manage to get a dance with a boy like Ceres. No offense." Yang explained as she quickly apologized to Ceres. Ceres simply nodded in reply.

Ruby lunged for the scroll, but Yang anticipated this and brought it just out of her reach.

"YANG! GIVE IT TO ME SO I CAN DESTROY IT!"

"NOPE!"

"GIVE IT TO ME!"

"NOPE!"

"GIVE IT!"

"NOPE!"

"RAAAAAAH!"

Ruby then started chasing Yang around the dance hall in righteous fury. An impressive feat to do in heels.

This soon left Ceres alone in the middle of the dance floor, soon a new song played and couples resumed dancing.

Seeing as he is most likely in the way, he made his way towards the sidelines and chose to observe the people around him.

After a few minutes of merely observing, he then decided to exercise his psionic ability and started reading through some of the minds of those within the dancehall.

' _What a wonderful night!'_

' _Ok. Ok. Keep calm! You got this!'_

' _I can't believe this is really happening!'_

' _I can't believe this is really happening…'_

' _Wow! Ren is such a great dancer!'_

" _Ow! Just got to get her away from the- Ow! That was my favorite foot!"_

' _WHEN I CATCH YOU YANG, I'll SHOVE THAT SCROLL WHERE THE SUN DON'T SHINE!'_

' _Wow. Ruby is really angry. Luckily I can still- NO HEELS NO!'_

 **Crash! Splash!**

Ceres saw Yang trip and crash into the table with the punch bowl, said bowl spilled all its contents onto her blonde hair and white dress. Soon Ruby caught up to Yang, grabbed her scroll, and proceeded to snap it in half and stomp on the remaining pieces in abandon fury.

Ceres chuckled and went back to his exercise. However, as he shifted through hundreds of minds he notices that there was one mind that he couldn't read.

This particular mind wasn't normal; he couldn't delve into it or much less read it, he can only detect its unique signature. There are only two explanations for this, one the user has psionic powers that far more powerful than his, or two the user is not an organic being.

He followed this presence until his gaze sat upon the source.

It was a pale white skinned girl with orange, curly hair and bright green eyes. She is wearing a simple white dress and a large pink bow tied at the back of her hair.

She is currently dancing by herself with what seems to be two Atlas soldiers guarding her, one red and the other blue. This caught his attention, who is this girl? And what makes her special?

He did a quick scan of the orange haired girl entire body and read the minds of the soldiers simultaneously. What he found surprised him.

' _She is a synthetic A.I named Penny. Not only that, she is generating her very own aura. This is very interesting… what are you up too Ironwood?'_ Ceres pondered.

After a moment of pondering he made his way towards the synthetic.

As he got close the girl soon noticed him and gave him a wave and a large smile.

However, her guards took notice of his approach as well, and they weren't as friendly.

"Sal-u-ta-"

"Stop right there, sir. I have to ask you to return to whatever you are doing." The blue soldier ordered as he and the red soldier blocked his way.

However, Ceres was undeterred and much less intimidated.

He simply smiled. "I'm sorry to bother you gentlemen, but I would like to ask the lovely lady behind you to a dance." He explained in his usual calm tone. The girl, Penny, seemed delighted by the offer, however, the soldiers weren't.

"Sorry, only the general or anyone with his direct permission are permitted to approach her. I'll warn you once again, leave now." The blue soldier said in a warning tone as he placed his hand on his pistol. Behind them Penny looked worried for the boy who just wanted to potentially be her friend.

However, instead of backing away, Ceres simply smiled.

"You two must be thirsty, **why don't you two get something to drink?"** Ceres said as he used his psionics on the two soldiers.

Even with the helmet obscuring most of their face, Ceres can tell that both soldiers are a bit dazed from the mind control.

Finally, the blue soldier snapped out of his daze. "Yes… you're right. I think we should get something to drink. What do you think Grif?" the other soldier nodded his head. "Yeah I'm parched. All this standing around really drained me, we deserve the break Church."

Soon both soldiers left for the newly replaced punch table, leaving Ceres and Penny together alone at last.

"How'd you do that?" Penny asked as she tilted her head in curiosity.

Ceres smiled. "I can be very persuasive when I want to be." Ceres lied. Penny simply nodded in acceptance. "Oh, ok!"

There was a brief pause as both Ceres and Penny stared at one another. One merely observing her technological makeup while the other has a bright smile, delighted to know more about the boy in front of her.

After a brief moment of silence between the two, Ceres was the first to speak. "Sorry I forgot my manners. My name is Ceres Kerrigan." Ceres said with a smile. Penny seemed to recognized him as her smile dropped.

"My name is Penny! I would normally ask you to be my friend, but general Ironwood said to stay away from you since you're a criminal. Are you a criminal?" Penny asked in an inquisitive tone as her eyes narrowed. Ceres chuckled in amusement. "I'll have you know that whatever I did was all in self-defense. I didn't kill anyone and It was the general who attacked first." Ceres replied in a calm tone.

Penny searched for any proof that he was lying to her. She found none.

Penny smiled. "Ok then! If that's the case, do you still want to be my friend?" Penny asked in a hopeful tone. Ceres chuckled once again. "Only if you accept my offer to a dance."

Penny's smile grew as she hopped on the spot in excitement. "That is SAN-SATIONAL! I would love to dance with you!" Penny exclaimed in a happy tone. Ceres brought up his hand to take hers, but instead Penny just started dancing on the spot in front of him.

This confused him. "What are you doing?"

"I'm dancing. Why aren't you doing the same?" Penny asked as she soon stopped. Ceres chuckled. "That is not the type of dancing I'm referring to. The type of dancing I'm talking about is the one you see other couples doing currently on the dance floor." Ceres explained.

"Oh! You mean like that." Penny said as she pointed towards something behind him. Ceres turned and saw who she used as an example.

It was Nora and Ren once again.

Ceres turned back towards the orange haired girl. "Yes… something similar, but not as… enthusiastic." Ceres explained to the girl. Penny beamed. "Well that looks absolutely fun! Let's us try to do this dance!" Penny said as she grabbed Ceres's hand and pulled him towards the dance floor with a surprising amount of strength.

As they found a spot on the dance floor, Ceres finally got his bearings and started dancing with Penny. Unlike Ruby, Penny knew how to properly dance, thus Ceres and her had a calm and enjoyable time.

Ceres saw Ironwood giving him a frown as the general tried to make his way over towards them. However, Ozpin intervened just in time and coaxed the less then pleased general to let it slide. Ceres gave Ozpin a nod of appreciation as he returned to his dance.

In the middle of their dance, Ceres looked Penny in the eye. "So… tell me more about yourself Penny."

"Sorry, I can't really tell you much. All I can say is that I have a best friend named Ruby and a wonderful father that takes good care of me, and since he's working with the Atlas Military, general Ironwood and his soldier makes sure to protect me at all times." Penny explained in a happy tone.

Ceres gave her a small smile. "Is it because you're not exactly normal?" This caught Penny off guard. "W-W-What do you mean, I'm just a normal girl?!"

*hic*

"I can tell. I have an eye for these things."

"I don't know what you're talking about?!"

*hic*

Ceres chuckled. "You don't have to lie to me. I already know what you are. A synthetic A.I. created by the Atlas Military." Ceres said. Penny nervously looked side to side before looking back towards him.

"Please don't tell anyone. It's supposed to be a secret." Penny begged.

Ceres smiled. "Then how about this… a secret for a secret. It's only fair if I tell you mine." Ceres offered. Penny pondered for a moment before nodding her head.

Ceres's expression turned serious. "Do you have a scanner to scan my biology in those eyes of yours?" Ceres asked. Penny tilted her head in confusion before nodding her head.

"Then scan me."

As if part of their dance routine, both Ceres and Penny parted, still holding hands, as Penny did a quick but through scan of Ceres's body from head to toe. What Penny saw greatly shocked her.

When they returned to their normal dance position, Penny looked towards Ceres with a shocked expression.

"You're not human or a Faunus. Your DNA and molecules are something entirely different. You also have a strange and powerful energy signature emanating from your highly developed cerebral cortex. Something very-"

"Alien? Yes, Penny, I'm not from this world." Ceres confessed as his eyes glowed bright orange for a brief moment.

Penny still looked shocked from the new information she just received.

Ceres gave a small laugh. "This seems to be an interesting combination from two extremely different fields. I'm a biological marvel not from this world, while you're a technological marvel created by man." Ceres said in an amused tone.

This brought Penny out of her shock, she also laughed. "Yes it's indeed interesting…" Penny then hesitated in worry. "Ceres… when I do my weekly checkup next week, Mr. Ironwood and his scientists will search through my memory banks. Then your secret will be known and the general will try to detain you for study. I'm terribly sorry." Penny explained in a genuinely sad and remorseful tone as she bowed her head in shame.

However, Ceres merely smirked and lifted her chin up to look at her. "Don't worry Penny, when it comes to that, I will like to see him try. No matter how many guns or soldiers he will bring, I won't back down." Ceres said in a firm tone.

However, Penny was still worried for him. "But you will be hurt, and Mr. Ironwood might order me to fight you, and I don't want that to happen." Penny said in a worried tone.

Ceres smiled. "Then don't. Everyone deserves to lead their own lives, whether you're a machine or an alien from another universe. And besides… friends don't fight with one another, they help each other to face the most difficult of obstacles. Isn't that right, my friend?" Ceres said with conviction.

Penny gave him a grateful smile. "Thank you Ceres. I'll try to keep your secret safe the best I can."

"And as will I, Penny."

Soon the song finished as couples separated, including Penny and Ceres. But, before they could speak, both marvels of different scientific fields heard a large amount of laughter among the crowd behind Ceres.

Ceres turned and as the crowd parted he and Penny finally saw what was the cause of the commotion.

It was Jaune Arc, in a white dress.

The cross-dressing knight made his way through the laughing crowd towards a depressed looking Pyrrha Nikos.

Suffice to say Pyrrha wasn't expecting this.

"Jaune?!" Pyrrha said in surprise as the blonde knight stood in front of her with a shy smile.

"A promise is a promise." He simply said.

After a brief moment of silence Pyrrha started laughing up a storm.

"HaHaHaHa! Oh Jaune! You didn't have to!" Pyrrha said, still laughing.

However, Jaune wasn't deterred. "Hey! An Arc never goes back on his word. Now do you want to stand there and laugh at me? Or do you want to dance?" Jaune asked in a confident tone as he held out his hand for Pyrrha to take.

Pyrrha, with a smile, took his hand. "I will love to dance." Pyrrha replied as Jaune took her in her arms and made their way towards the dance floor.

"Ren! This. Is. HAPPENING!" Exclaimed Nora dramatically as Ren looked confused.

"Wait? What is happening?" He asked, however, he never got an answer as Nora dragged him towards Jaune and Pyrrha.

Now with the entirety of Team JNPR, they did the only reasonable thing to do at a dance party.

They danced.

Suffice to say, Ceres was impressed. Team JNPR can dance.

While JNPR was dancing everyone was either cheering or joined in as they started showing off their own styles, including Penny and the blue soldier.

Ceres simply clapped for JNPR when they finished dancing and went back to observing the dancehall.

He sees Neptune animatedly talking to Weiss, both with happy expression. Yang was laughing with both Sun and Blake. And Ruby just stepped outside, probably for some fresh air.

As Ceres was observing his surrounding a certain headmaster stood beside him.

"Enjoying the night Mr. Kerrigan?" Ceres nodded, knowing who it is.

"Yes Ozpin. I'm enjoying my time here." Ceres replied as Ozpin nodded in approval.

Ceres continued. "Thank you once again for stopping the general back there. I didn't want to create a scene."

"Your welcome Mr. Kerrigan, but next time be careful who you choose to familiarize yourself with, for every friend you make there is always an equal chance of earning someone else's ire." Ozpin wisely warned.

Ceres chuckled. "Then should I worry about any 'Specialists' coming after me anytime soon?" Ceres asked in an amused tone. Ozpin also chuckled. "No, not yet anyways. But knowing James, I wouldn't expect any less than 24 hour surveillance, spying and tracking your every move." Ozpin answered as they both shared a laugh.

After the brief moment of laughter Ozpin turned his head towards Ceres as Ceres did the same. "So… how was your time on our little planet?" Ozpin asked.

Ceres pondered for a quick moment. "Very interesting, to say the least. With this world's history, the Grimm, and the antics of my team and that of team JNPR. Every day is interesting." Ceres explained.

"Yes Team RWBY… what do you think of them?" Ozpin asked in a curious tone.

"They're an interesting sort. Each and every one of them experienced pain and loss in each of their lives. And yet they keep moving forward, fighting and hoping for a better future for both themselves and those around them. Their goals and painful pasts has brought them together to form a bond that I have seen only very few times before. A bond of kinship, respect, and an unbreakable loyalty to one another." Ceres explained in a calm tone.

Ozpin nodded his head in agreement. "Yes I can see what you mean… do you know why I placed you on this team?" Ozpin asked as Ceres raised a curious eyebrow.

"Because it was part of the initiation rules?" Ceres asked, however, Ozpin shook his head. "No. I rigged the selection process." Ozpin explained as Ceres raised a surprised eyebrow.

Ozpin continued. "I put you on that team, because I believe not only that you can see that there is still good in humanity and the Faunus, but also that you can protect this bit of hope for a better future."

Ceres then turned towards the dance floor, pondering over what Ozpin just said. It's true that before meeting Team RWBY, Ceres has seen mostly the bad side of both the humanity and the Faunus. Even in the face of total extinction from the creatures of darkness, both humanity and the Faunus choose to fight one another over different ideologies that could be more than easily solved with the right minds.

When he met team RWBY, he can see what Ozpin's sees in them. Hope for a better future.

Ceres smiled. "Don't worry Ozpin. Even without my help, they can look after one another. However, I will only intervene when needed." Ceres explained, Ozpin smiled. "That's all I ask… enjoy the rest of the night Mr. Kerrigan." With those last words Ozpin left.

After Ceres saw the professor go, he then turned back towards the dance floor. However, as he was observing the crowd once again, he noticed a familiar feminine figure entering the hall from the back door.

Soon after, two Atlas soldiers burst through the same doors and seemed to be searching for someone among the crowd. However, whoever they were looking for seemed to have vanished.

After the soldiers left, Ceres brought his attention back towards the figure that first came through.

This figure was a pale white skinned woman, with ashen black hair and bright amber eyes. She is currently wearing a black sleeveless dress that accent her curves well with black elbow length gloves and black high heels. On her back was a black tattoo of two high heel shoes, placed together by their soles to make a heart.

Ceres recognized her, it was Cinder Fall.

He then smiled as he made his way towards her.

* * *

She had done it. She completed her mission.

She planted a virus within the Cross Continental Transmit system. Now she can access any information and manipulate any files within the system and those that plug themselves into it also.

Unfortunately, the foolish general controls his entire army of drones through his main ships.

She would have to plan something for that, but right now it's time to enjoy the night.

Cinder slowly made her way over towards the dancing couple, Emerald and Mercury.

When she arrived she tapped Emerald's shoulder to get their attention. The mint haired girl turned around and saw Cinder standing there in her newly formed dress.

"Oh, may I cut in?" Cinder asked. Emerald separated herself from Mercury and stepped to the side. "Of course." Emerald obediently complied.

Cinder then wrapped one arm around Mercury's neck and placed the other near his shoulder as Mercury placed his hand behind her back.

As they started to dance Mercury was the first to speak. "And how's your night been?"

"Hmm, a little more… exciting than expected." Cinder replied.

"Should we be worried?" Mercury asked. "Hardly. They'll be scratching their heads long after we've finished what we came here for." Cinder replied in an amused tone.

"So then what now?" Mercury asked in curiosity.

Cinder smiled. "Enjoy the rest of the night. After all… it is a party." Cinder said as they continued dancing, celebrating their first victory.

However, in the middle of their dance, someone tapped Mercury's shoulder as both dancers stopped and Mercury turning around to confront the person behind him.

It was none other than Ceres Kerrigan.

Cinder smiled, the simple black suit and tie Ceres was wearing exudes his power and confidence. It also really brings out the color of his eyes.

Mercury raised an eyebrow. "Yes, can I help you?"

Ceres smiled. "Sorry to interrupt you, but may I get a dance with the lovely lady in your care?" Ceres asked in a calm and steady tone. Mercury looked towards Cinder for confirmation as she simply smiled and nodded her head.

Mercury looked back towards Ceres and shrugged his shoulders. "Meh. Fine by me." Mercury said as he stepped to the side and walked away towards a scowling Emerald.

Soon it was just Cinder and Ceres alone in the middle of the dance floor.

Ceres then gently held out a hand for Cinder to take. "May I have this dance?"

Cinder smiled and placed her hand onto his. "You may."

Soon Cinder positioned her hands on Ceres just like she did with Mercury, as Ceres placed his hands behind her lower back. They soon started dancing.

There was a moment of simply enjoying one another's presence. Cinder can feel the power exuding from Ceres's body, enjoying this feeling. Ceres seems to be captivated by her, just like all the rest who meet her for the first time. However, while most would look at her with either desire or fear, Ceres is simply admiring her like an artist admiring his master piece, his eyes never left hers, never roamed anywhere bellow the neck. Truly a gentleman.

As they were dancing, Ceres then broke the silence between the two of them. "Enjoying your night so far?" He asked Cinder with a sincere smile.

Cinder also smiled. "Yes, though a bit too much I would say." Ceres raised an eyebrow. "How so?" He asked in slight curiosity.

"I just arrived believe it or not. Had a few errands to run before coming here." Cinder explained, a little lie doesn't hurt anyone.

"Does one of these errands involved going to the Cross Continental Tower?" Ceres asked. This caught Cinder a bit off guard, however she recovered just as quick.

"Yes. I needed to make a quick call to my family back in Mistral. It's been awhile since I contacted them." Cinder lied with a smile.

Ceres nodded as he started looking around the dancehall. "I see… It's always good to keep in touch with those who you love. In a world like this and with our profession as huntsmen and huntresses, one might never know which day will be their last." Ceres explained in a calm tone.

He continued. "In this world, every kingdom believes that the creatures of darkness that inhabits outside their walls are the greatest enemy to both humanity and the Faunus… I can see why." He paused as Cinder kept listening, interested to what he has to say next. "However… what I believe to be the greatest threat to the kingdoms are those conspiring within their walls. Those who want to see the very kingdoms of humanity and the Faunus burn to ashes and consumed by the darkness that surrounds them. After all… the unseen blade is the most deadliest of attacks."

Cinder is now suspicious of this boy. What he is saying is setting off her mental alarm bells, he couldn't possibly know, she made sure that he didn't in that brief encounter, her cover was flawless.

Ceres continued. "However, bringing down an entire kingdom is no easy task. One must do a lifetimes worth of planning in order to bring out the downfall of an entire civilization. Now I ask you this, Cinder Fall…" Ceres then brought his gaze back towards her. All notion of friendliness is now gone, his eyes bored into hers as she couldn't look away.

"How will you plan the downfall of all the kingdoms?" Ceres asked in a cold tone. Cinder's expression betrayed no emotions, however, on the inside she was seething.

' _How did he know?! How long did he know of my plans?! That's IMPOSSIBLE!'_

"Nothing's impossible, Cinder Fall…"

Cinders eyes widened in surprise as she saw Ceres's eyes glowed bright orange as no one else seemed to notice.

He chuckled. "Do you think a simple cloth can prevent me from using my semblance on you? Do you really think I wouldn't be suspicious of a woman who would familiarize themselves with me? And do you really think that you can use me as a pawn in your little games?" Ceres asked as they stopped dancing.

"Your plan for Vale will no doubt bring out the destruction of humanity and the Faunus. But your biggest mistake was to involve me in your little plans." Ceres said in a stoic tone, soon the music stopped as the dance was over. Students and professors alike were filing out of the dance hall, tired and ready to turn in for the night.

Ceres calmly smiled as Cinder eye's glared into his own, burning with hate. Oh how much she would've loved to incinerate the fool in front of her, however, with these many witnesses and Ozpin nearby, her cover will be blown and her plans in ruin.

So with iron will, she held back her burning fury as Ceres separated from her.

"Don't worry Cinder, I would love to see how your plans will play out. I won't tell anyone, and I won't interfere… much." Ceres said as he chuckled, much to Cinder's growing anger. "I just wanted you to know that I, Ceres Kerrigan, played you like a fool… until next time we meet, Cinder Fall."

Ceres then took her hand gently and kissed the back of her palm before giving her one last smile and started making his way towards the exit.

Cinder stood there, seething in rage as her two partners approached her.

"Cinder what do you want us to do?" Emerald ask as she glared at Ceres's back.

Cinder replied in a calm tone. "For now, nothing. We can't risk killing him just yet, especially if Ozpin has his eyes on him. For now, add him to the list."

Both Emerald and Mercury nodded as the three started to make their way towards the exit.

' _Ceres Kerrigan… you are a dangerous man. But you're just that, a single, pathetic, man. You will get what's coming to you. After all… you just sealed your fate by earning my ire.'_

 **AN:**

 **And that's a wrap! Hope you enjoy this chapter, put a lot of work into it.**

 **Now to answer questions.**

 **Why couldn't Ceres read Penny's mind? Penny is a MACHINE. It's true that powerful Zerg beings can listen into radio communications and communicate to said machines, but when it comes to literally trying to see what's inside a super computer, it not possible since it's a totally different system.**

 **What is Ceres going to do with Cinder's plan? Like he said he will only interfere when needed.**

 ***IMPORTANT NOTE***

 **Now there are two stories that has been floating around my head for a while now.**

 **The first is a Overwatch and Warhammer 40K crossover.**

 **The second is a Warhammer 40k and RWBY crossover.**

 **I want to know if these will be something that you readers would enjoy reading. I'll be doing a vote on my profile page to see which one you readers want me to do first.**

 **Here are the stories:**

 **Courage and Honor**

The Adeptus Astartes, the Imperium's finest warriors and the pinnacle of the Emperor's holy might made manifest.

Thousands of chapters make up the bulk of the Emperor's angels of death, the greatest among them are the Ultramarines, space marines who fought and won numerous battles in His name.

Many within the Imperium hail them as honorable heroes, while many others see them as glorified zealots. However, each and every Ultramarine will defend humanity and the innocent to their very last breath… even if it's in a different timeline.

 **So this story is about an Ultramarine 1** **st** **Company Veteran, who was blasted into the warp after disrupting a chaos ritual on the world of Cadia just after the 13** **th** **Black Crusade. He's then sent back in time to 21** **st** **century Earth during the time of Overwatch.**

 **Here is the second:**

 **Remnant's Grey Knight**

It has been so long since I remembered who I once was.

All I remember was when I took up my sword for the first time, pledged my undying loyalty to the Eternal God Emperor, and too slay each and every heretic and deamon that dare oppose his righteous rule.

For over a hundred years, I have slain countless heretics and deamons with my sword. All in His name.

Now I find myself on a world embroiled in darkness. A world that was once my home, reunited with those who once called me friend.

But it matters not…

I am Julius Arch, Brotherhood Champion of the 1st Brotherhood.

For I have returned to smite the enemies of man once more.

 **This story is about how our favorite blond knight, Jaune Arc, gets blasted into the 40k universe after defeating a mysterious sorcerer of darkness. Once there, he was soon thrust into a battle between the deamons of chaos, led by a newly ascended Deamon Prince, and the Grey Knights. Jaune, using his unique aura, slays the Deamon Prince single handily. This catches the attention of the Grey Knights and they decided to indoctrinate Jaune into the Grey Knight order.**

 **Time skip a hundred years; we find Jaune (now newly named Julius Arch) as a Brotherhood Champion. However, during a fight with a powerful Chaos Sorcerer during the 13** **th** **Black Crusade, Jaune sacrifices his life to slay the sorcerer and disrupts his ritual. As Jaune's body is floating within the warp, he was then sent back to Remnant, alive and well, with all his memories of his past restored.**

 **Just letting you readers know that I won't be starting these stories anytime soon.**

 **Tell me what you think of it. Leave a comment, review, or a question or PM me.**

 **I'll see you in the next chapter.**


	13. Chapter 9: The Swarm

**AN:**

 **Hey everyone I'm back sorry for the wait.**

 **Now the story that won the poll from last story is Remnant's Grey Knight.**

 **I'll be doing this story sometime later, but I will not abandon Remnant of the Swarm, don't you worry.**

 **Now without further ado here is the story.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 9: The Swarm**

"What do you guys think Ruby was called down for?"

Ceres and the WBY of Team RWBY were gathered in their room, waiting for the return of their leader. Weiss was sitting on her bed, Yang sitting on the desk, Blake sitting on her bed, while Ceres was leaning against the wall next to the bathroom.

Just a few moments ago their team leader, Ruby, was suddenly called down to Ozpin's office to discuss something of urgent importance.

When questioned, Ruby simply said that she will explain why afterwards.

Now Ceres, Weiss, Yang, and Blake are currently pondering what has happened for Ruby to be called down to Ozpin's office… again.

"I think it's something she did at the dance? Did she do anything… illegal?" Weiss asked with slight hesitation in her voice.

"No, all she did was dance with Ceres, hang around the punch bowl, and chase me around the dancehall for a good few minutes before I fell and tripped into a bowl of punch." Yang answered as she listed off all the previous events with her fingers.

"Well whatever it is, I'm sure Ruby will be fine." Ceres reassured the team. Soon the door to their room opened to reveal said girl.

As soon as they saw Ruby. Weiss, Blake, and Yang immediately rushed towards her with large, curious smiles on their faces.

"WHAT HAPPENED!?" Yang demanded in an excited tone. Ruby gave everyone a sheepish expression. "Um-well-I-uhh-hahaha…" Ruby said in a flustered manner.

Yang quickly grabbed Ruby and threw her into the room as everyone surrounded her, waiting for what she has to share.

"So what happened Ruby? Why were you called down to Professor Ozpin's office?" Weiss asked the main question that was on everyone's mind.

"Well… it happened at the dance last night… I was going out for a small break until I noticed someone jumping on the roof tops towards the CCT. Then I decided to investigate and saw that all the guards at the CCT were unconscious. So I got my weapon and went inside, it wasn't until I went to the top floor did I face against a mysterious masked woman. At first I tried talking to her, but then she attacked me. She used glass darts and dust in her clothing during our fight, but when General Ironwood came she suddenly disappeared." Ruby explained, recounting the events of last night's incident.

Weiss crossed her arms. "That was a risky move." Weiss stated, not pleased with her leader's rash head-first mentality.

However, Blake smiled. "No. I think you handled it well."

"I hope so…" Ruby said in a worried tone. Yang placed a reassuring hand on her shoulder. "I'm sure everything will be alright Ruby." Yang said in a confident tone, Ceres nodded in agreement. "You did your best in that situation. Just be content with that." Ceres said.

A sudden realization came to Yang. "Oh! I know what will cheer you up." Yang said as she made her way over to a brown cylinder tube sitting on their desk.

Everyone's gaze followed her in obvious curiosity.

"What's that?"

"I don't know yet. Dad sent it to us. I thought we could open it together." Yang explained as she showed the cylinder package.

Ruby squealed in excitement. "Ooh! Something from home!" Ruby then quickly dashed and with both legs latched onto her sister's back as she tried desperately to reach for the package, which was just out of her reach.

Then something slipped out of the package.

It was a black and equally cylinder object, the object started to give little hops, then with a final hop unravelled itself into something else entirely.

Everyone surrounded it to take a good look.

It was a small corgi with black and white fur.

"Ruff! Ruff!"

" **WAAAA-AAAH!"** the entire team (sans Ceres) jumped and gave a surprised yelp.

"Zweeeii!" Ruby exclaimed the dog's name in a happy tone as she picked up the now named Zwei and cradled the dog in her arms. Both Blake and Weiss both gave the sisters an incredulous stare.

"He sent a dog!?"

"In the mail!?"

"Oh he does stuff like this all the time." Yang explained as if it was normal while the dog named Zwei was happily licking Ruby's face while in her arms.

"That is a very… unique way of transportation." Ceres said in a calm but questioning tone, curious how such a thing is possible. Blake then hopped on top of Ruby's bed, distancing herself as far away from the dog as possible.

Weiss then approached the dog named Zwei.

"Are you telling me that this mangy-"

Zwei stares at Weiss, panting.

"-drooling-"

Zwei then started panting more happily as he wiggled his little legs.

"-mutt, is going to wive with us forevah? Oh yes he is, yes he is!" Weiss cooed at the dog. Zwei then turned his attention over to Ceres.

As soon as they made eye contact, Zwei stopped panting and cocked his head to the side, seemly confused about something. Ceres gave the dog a small but amused smile. The dog, like most animals, knows that Ceres wasn't human but cannot make out what he truly is.

Animal's in some cases, can be far more perceptive than both human beings and even the Faunus themselves.

Blake, now on the far edge of Ruby's bed, looked towards the group with a hint of fear.

"Keep it away from my belongings." Blake said in a somewhat fearful tone as Weiss continued to coo the dog.

However, the group was interrupted by the school's intercom.

" **Will all first year students please report to the amphitheater."**

Ruby then placed Zwei on the floor as said dog immediately rushed towards Ceres and started sniffing around his feet and legs.

"Well we can't exactly leave him here while we're gone for a week." Weiss stated as Ceres kneeled down and held out a hand towards Zwei, the curious dog sniffed his palm and gave it a few experimental licks.

"Look there's a letter." Yang said as she reached into the cylinder package and brought out a written letter.

The blonde started reading. "Dear girls, I've got to leave the island for a few days. So I'm sending Zwei to you to take care of. Enclosed is all the food you should need. Love you both, Taiyang."

Zwei, feeling that it's curiosity of the strange being sated, made his way over to the blonde as she flipped the package upside down over Zwei.

 **Crash!**

Through the sheer impossibility of the laws of physics, a few dozen cans of dog food poured out of the cylinder tube, burying Zwei in a pile of cans.

"What is he supposed to do with that?" Weiss asked in a confused tone. Her question was soon answered when a single can opener fell out of the same package.

Yang then threw both the letter and the package over her shoulders. "Well, that settles it. Come on everyone, Zwei will be here when we get back." Yang explained as she made her way out the door.

Weiss soon followed but not before saying one last good bye to the team's new pet.

"Oh I'll miss you so much we're going to be best friends I can't wait to see you again." Weiss cooed as she made her way out the door, soon Blake hopped from Ruby's bed, off the desk, and out the door.

Ceres was making his way out the door before turning towards Ruby, who was giving Zwei a deep frown.

"Are you coming Ruby?" Ceres asked as Ruby gave a startled yelp. "Y-Yes! I'll be just a minute." Ruby replied in a hurried tone as Ceres left the room. Soon Ruby left the room with a large Beacon backpack filled with something.

"Alright! Team RWBY is ready to go!" Ruby announced as she followed her team towards the amphitheater.

* * *

Soon Ceres and his team arrived at the amphitheater along with the rest of the students of Beacon and those of the other kingdoms.

As Team RWBY stood besides Team JNPR with the other Beacon students, Ozpin came up to the stage and gave his speech.

Overall it was a compelling speech, to incite both encouragement and preparation of what's to come in the near future. Then Ozpin went on to explain the overall concept of the missions and what to expect.

Then after some final encouraging words, Ozpin left the stage as the crowd of students applauded and dispersed.

Ruby turned towards her own team.

"This is perfect. All we have to do is shadow a huntsman working in the Southeast." Ruby said in an excited tone.

"Yeah! We'll follow them around by day and give them the slip at night." Yang added to Ruby's plan.

"Let's check "Search and Destroy"." Weiss suggested as the team made their way over to the mission boards.

After a bit of searching they found what they were looking for.

"Here we go. Quadrant five needs Grimm cleared out." Ruby explained as Ceres looked over the mission details.

SEARCH AND DESTROY

HIGH GRIMM ACTIVITY

QUADRANT 5

MISSION START ASAP

Ceres hummed. "Well it does say it's in the Southeast." Ceres explained.

"Sound's perfect." Yang quipped as Ruby selected the mission and entered their team name.

 **R.W.B.Y.**

 **ERRT!**

However, a message popped up saying that the mission was unavailable to first year students.

Weiss gave a dejected sigh.

"Wonderful."

"Any other ideas?" Blake asked, Ruby's expression brightened, coming up with a solution.

"I know! Maybe we spelt our team name wrong." Ruby said as everyone (sans Ceres) gave her an incredulous stare.

"What do you mean sis?" Yang asked in obvious confusion as Ruby selected the mission again.

"Maybe we forgot to add in Ceres's initial and that's why it won't let us in." Ruby explained with pride in her voice. She then started entering their "new" team name.

 **C.R.W.B.Y.**

 **ERRT!**

Once again the message popped up denying their acceptance. Everyone (except Ceres) gave Ruby a deadpanned stare.

"CRWBY. Are you serious?" Weiss rhetorically asked in a deadpanned tone. Ruby fidgeted on the spot as she tried to avoid their stares. "Welllll… since that failed we could always mail ourselves there…" Ruby shyly suggested.

Both Yang and Blake face palmed as Ceres gave an amused chuckle, but before Weiss got the chance to reprimand their leader and her ideas, someone interrupted her.

"Well that's one option."

Ceres saw Ozpin approaching them with cane and tablet in hand.

"Unfortunately, we determined that the concentration of Grimm was too extreme for first year students." Ozpin paused as the new information sank among the members of team RWBY.

He continued. "It seems that particular region is rather popular. In fact, I have a sneaking suspicion that the five of you will make your way there no matter which job you choose." Ozpin said in an amused tone as Yang, Weiss and Blake glared at the red reaper for spilling their secrets.

Ceres on the other hand just gave Ozpin an even stare, he wasn't surprised that someone like Ozpin already knew of their plans.

Ruby gave a fake smile as she rubbed the back of her head.

"Whatever makes you say that?" Ruby asked as if she was none the wiser.

Ozpin smirked. "I'm still curious as to how you all found yourselves at the docks last semester. I'm interested to know how you really learned about a "hideout" in the Southeast. And I certainly wondered why witnesses reported seeing robots and rose petals in a dance club sometime ago."

As Ozpin finished his questions, Ruby's smile started to drop slightly. "Uhhmm… Uh-well I-" Ruby was then cut off by the headmaster as he shook his head with an amused smile.

"I doubt I'll ever find the exact answers I'm looking for. So how about this. Normally I wouldn't allow first years to be sent to a mission such as this. However, since your team has extra support…" he then gestures towards Ceres. "I'll make this an exception."

Ozpin then tapped a few buttons on his tablet. Suddenly the mission that Team RWBY was sorely denied of gave a conformation of acceptance.

The team looked to one another in both surprise and with happy expressions.

The team turned towards the headmaster with a grateful smile. "We won't let you down. Thank you professor." Ruby said with conviction.

"Do not thank me for this. Teamwork and persistence have carried you far, but you must understand, the things that await you beyond the protection of the kingdom will not care. One of you has already experienced such reality." Ozpin explained as he looked directly at Ceres. Ceres nodded in return, knowing what the headmaster wants him to do.

Ozpin continued. "Stay close to your Huntsman at all times. And do exactly as he says. He will be leading you on this mission. And he can have you sent back to Beacon, if he finds your skills to be unsatisfactory." With those last words of advice Ozpin then started walking away, leaving Team RWBY to ponder over what he just said.

Ceres on the other hand remained calm as he secretly prepared his nearby hive cluster, in case if anything happens.

Before the team left, Ozpin quickly leaned over and said. "Good luck." And promptly left the group.

* * *

Ceres and Team RWBY were now walking towards Beacon's air docks, ready to get on with their mission.

However, Ozpin's little lecture sapped whatever excitement they had for the mission as they made their way towards the docks.

"That wasn't exactly uplifting." Yang said breaking the silence between the entire team.

"What he says is true. Outside of the kingdom walls are filled with unknown dangers. We should heed his advice." Ceres explained in a calm tone.

"Well in that case, it's gonna be tough but I know we can do it." Ruby said, trying to reassure her team. However, before anything else could be said a random student passed by the team pointing to something.

"Hey team CFVY's back!" Ceres looked to where the student was pointing and saw four distinct figures walking through the crowd.

The one in the front was a male teen with brown scarred skin. He also has messy copper hair and blank white eyes. He has a simple sleeveless vest and black jeans and brown boots. He's also wearing long black gloves with his weapons, a pair of arm blades.

Behind him was a young teen with a pale complexation, short brown stylish hair with one of her bangs dyed caramel. She was currently wearing a cocoa-colored shirt, black waist cincher, black trousers with a cocoa brown belt holding bullets, and black high heeled boots. She was also wearing a black beret, sunglasses, gloves without the index finger, and carrying a hand bag with spiked studs along the bottom and a bullet belt for the arm strap.

The girl behind her was a short Faunus girl, specifically a rabbit. She had a pale complexation, waist-long brown hair, brown eyes, and two long brown rabbit ears. She is wearing a short, long sleeved brown jacket with golden spaulders and vembraces, underneath is a black undershirt and black leggings. She was also carrying a brown box with golden trimmings.

Behind the Faunus was the tallest person Ceres has seen so far on this world. The teen has tanned skin, short cut black hair and dark brown eyes. He's wearing a long, light green, short-sleeved robe over a black muscle shirt. He is also wearing brown pants with black and green boots, his left shoulder is a light green 5-layer sode pauldron, and on his hands he's wearing black fingerless gloves with light green metal protectors.

As this team were walking through the crowd of students the entirety of Team RWBY approached the Faunus of the team, seemingly familiar with the brunette.

"Velvet? Are you ok?" Blake was the first to ask in a concerned tone. Velvet nodded. "I'm fine, I had Yatsuhashi to look out for me." Velvet explained as she gestured to the tall teen passing by.

Weiss was the next to voice her concerns. "Your mission was suppose to end a week ago. What happened?"

Velvet shook her head in reply. "N-nothing happened. It was just, there were just so many." Velvet explained in a somber tone. Team RWBY gave one another looks of concern.

"Oh but don't worry, you first years are just shadowing huntsmen so you should be fine." Velvet reassured the team, she then noticed Ceres standing with them.

"I'm sorry, but I've never seen you before? Who might you be?" Velvet asked Ceres, but before Ceres could introduce himself Ruby quickly did it for him.

"That's Ceres, our newest addition to Team RWBY. Ceres, this is Velvet, a friend of ours." Ruby introduced the two teens.

As both teens stared at one another, Ceres gave a friendly smile as he held out his right hand for a shake. "It's nice to meet you Velvet. Hope we'll get to know more of one another during my stay here." Velvet smiled and shook his hand in return. "Likewise."

As they finished shaking hands Velvet turned to leave. "I should go. Be safe okay?" Velvet said as she left to catch up with her team.

As the team looked at one another, Ruby broke the silence between them.

"We can do this. We've never backed down before and we're not going to start now." Ruby stated in a firm and confident tone.

Everyone nodded their heads in agreement. "Right." Said Blake.

"Besides it won't only be us out there. We'll be fighting alongside a genuine huntsman!" Ruby explained in an excited tone as everyone nodded their heads in agreement.

However, when the team finally arrived to the air docks, their previous excitement and anticipation plummeted as soon as they saw the huntsman they were going to be shadowing.

Yang leaned back in disgust.

Ruby cringed.

Weiss merely stared, wide eyed in disbelief.

Blake slumped forward, arms hanging as she had an expression of dread on her face.

Ceres simply stood with a quirked a curious eyebrow when he saw the huntsman in front of them.

"Why hello everyone!"

The huntsman they are shadowing is none other than their history professor, Bartholomew Oobleck.

"Who's ready to fight for their lives?" The professor asked with a tone filled with enthusiasm and an expression equally filled with excitement.

However, all of Team RWBY started to collectively regret their choice.

* * *

After the brief introduction of Dr. Oobleck and farewells from their friends, Ceres was now in a bullhead with the self proclaimed doctor and Team RWBY on their way to their destination.

"I guess I just never saw you as much of a fighter." Yang said, during the trip Yang decided to strike up a conversation with the historian in order to pass the time. Apparently the doctor was informed by Ozpin himself of what Ceres's team was seeking in the Southeast, which changed their mission objective from "Clearing out Grimm" to "Finding a possible criminal hideout."

"I admit I fancy myself more of an, intellectual but I can assure you, as a huntsman, I've had my fair share of tussles." Oobleck answered Yang.

Tussles is putting it lightly. During their trip, Ceres read the man's mind and saw his past deeds. Just like Professor Port and Ozpin, his past was filled with equally grim experiences of his past career as a huntsman.

This man in front of Ceres has a strong will in his own right.

After psionically reading the doctor's mind and Ruby confusing the word tussles with truffles and brussels (Blake and Yang correcting her accordingly), Oobleck continued.

"Besides, given my expertise in the field of history, as well as my dabblings in the art of the archaeological surveys, our dear headmaster saw it fit to assign me to this particular, assignment." The doctor explained. Truth be told, Oobleck willingly volunteered himself to this mission from what Ceres saw through his memories.

"What does history have to do with this?" Weiss asked in confusion. Oobleck turned towards the heiress to his right. "My, what a preposterous question you silly girl! Why, history is the backbone of our very society! And the liver! And probably the kidneys if I were to wager." Oobleck explained in his own unique way.

"And that means…?" Weiss asked, still confused.

"The Southeast quadrant outside of Vale is home to wild forests and deep caves. But, it is also the location to one of the kingdoms greatest failures." Oobleck explained.

"Mountain Glenn." Ruby answered as Yang added. "That's right, it was an expansion of Vale. But in the end it was overrun by Grimm and fenced off from the rest of the city."

Ceres turned his head to look outside of the bullhead. What he saw was the kingdom of Vale in the distance. Through his private observations, the entire kingdom was surrounded mostly by vast oceans, tall mountains, and steep cliffs, natural barriers against the Grimm. However, from what he can see, there is a "hole" in this natural defence as the south part of Vale is facing a lush forest coming from the inland, no mountains and no cliffs to stop the Grimm or even his forces from attacking the city should negotiations ever fail.

If Vale were ever attacked, this "hole" will be the perfect gate for any sizable forces to push through.

"Correct! And now it stands abandoned, as a dark reminder." Oobleck explained.

"And a likely place for a hideout." Blake added as the doctor nodded in agreement. "Precisely."

Soon the bullhead's intercoms turned on.

 **BZZT! "We're arriving at destination. All passengers prepare to disembark in a few minutes."**

"Alright everyone, be prepared for anything when we land. And remember! We're in dangerous territory." Oobleck ordered as the bullhead started slowing down.

As Ceres readied himself, he soon saw what looks to be the remains of a once large town. All of the buildings were either crumbling, destroyed, or in disrepair.

Soon the bull head stopped and hovered just above the road. Ceres, Dr. Oobleck, and Team RWBY all jumped out of the bullhead, weapons at the ready.

Soon the bullhead left, leaving the group in the old town of Mountain Glenn.

There was a moment of silence as Ceres and Team RWBY scanned the area for any traces of Grimm.

The brief moment of silence was soon broken by the doctor.

"Children, you still may be students, but as of this moment your first mission as a huntsman and huntresses has begun. From this point forwards you need to do exactly as I say. Do you understand?" Oobleck said as Ceres and all of RWBY nodded their heads in reply.

However, Oobleck turned his attention towards Ruby, specifically her large backpack.

"Ruby! I thought I told you to leave all your bags back at school." Oobleck said as Ruby flinched. "But, uh you hadn't told us to listen to yet… so I didn't." Ruby explained as the rest of her team gave her an incredulous stare while Ceres and Weiss shook their heads.

"Well she's not wrong." The doctor said, pondering on what to do next. Soon he made a decision. "Very well Ruby leave your bag here we can pick it up upon our return." Oobleck ordered.

Ruby started panicking. "But I-whaa-"

Oobleck, annoyed, cut her off.

"Young lady what in the world could you possibly have in that bag that could be so important to bring it wit-" However, he was soon interrupted when Ruby's bag popped open to reveal Zwei.

The dog was happily panting, oblivious to the situation it just literally popped into.

Ruby's team gave stares of disbelief, Ceres quirked a curious eyebrow, Oobleck on the other hand remained calm as he stared directly at Ruby.

Ruby froze on the spot as she turned her head towards Zwei.

"Get back in the bag." She whispers desperately, Zwei simply barked in reply.

"We're here to investigate an abandoned urban jungle teeming with death and hostility and you brought, a dog?" the doctor questioned as Ruby started to panic even more.

"I-uhh-"

"GENIUS!" Oobleck exclaimed as he quickly grabbed Zwei out of Ruby's pack, knocking her down in the process.

He then proceeded to twirl around with the dog in hand.

"Canines are historically known for their perceptive nose and heightened sense of sound. Making them excellent companions for hunts such as ours!" Oobleck exclaimed excitedly as he kept spinning Zwei around.

Soon Ruby picked herself up as she stared at the spinning doctor with the rest of her team.

"I'm a genius." She said with self pride as the rest of her team simply face palmed.

Ceres, however, kept his attention on the doctor the entire time. "Dr. Oobleck we still have a mission to complete. What are your orders?" Ceres asked, catching Oobleck's attention as he soon stopped spinning.

"Ah! Yes! Straight to the chase. I like it!" The doctor then unceremoniously drops Zwei. "As you been informed the Southeast area has been marked as a recent hotspot for Grimm activity. Now there are several possible explanations for this behaviour. One of which being. Grimm." Oobleck said as he suddenly stares off into the distance.

However, the team was confused about the sudden change in tone as they looked to one another for answers, even Ceres was slightly confused.

"Uhh, what?" Ruby asked.

"Grimm, a creature of Grimm approximately 100 yards from us at this very moment." Oobleck explained. Like the rest of his team, Ceres quickly looked behind him and saw a single Beowolf prowling around in the distance.

All of Team RWBY prepared their weapons, ready to charge into battle.

"Stop."

"Huh?" Oobleck's order confused the girls.

"There are a number of reasons why Grimm would congregate in this particular area. The most likely of which would be their attraction to negativity. Sadness, envy, loneliness, hatred, all qualities that are likely held by our hidden group harboring ill intent." Oobleck explained.

As the doctor was talking Ceres pondered to himself.

' _Then it just proves that the White Fang are here. But where could they be hiding?'_ Ceres then used his psionics to quickly scan the entire area for any signs of life.

Other than the large amount of Grimm in the area and his group, Ceres also sensed hundreds of different and unique life signs underneath the very town he was standing on.

' _They're underground. Could it be a possible mining facility or another part of the city built underground? I'll have to investigate later…'_ Ceres thought as he then brought his attention back at the task at hand.

"-and there's the whole pack." Oobleck stated as even more Beowolves arrived.

Weiss was surprised.

"What?"

"And now they've seen us."

"What!?"

"AND NOW THEY'VE SEEN US!"

Ruby raised a finger. "I take it tracking is out of the question?"

"An accurate assumption, yes." The doctor answered.

"What's the plan then?" Yang asked as the large group of Grimm started charging them.

Ceres then extended his right wrist blade as he held it to the side. He then stared towards Oobleck for confirmation.

As the rest of his team did the same, Oobleck simply nodded his head. "Show me what you're capable of."

Once the doctor gave the order, Ceres and his team charged straight towards the horde of Grimm, weapons at the ready.

Ceres with his right blade at the ready, charged straight towards a pack of ten Beowolves and then leaped over the entire pack. With his left hand he quickly grabbed four throwing knives from his belt and threw them at the pack, killing four as a result. As soon as he landed, two Beowolves were soon upon him, claws and teeth at the ready. Unfortunately for them, Ceres jumped, dodging the Beowolves and decapitated both while in mid air.

He then landed on the back of another Grimm and drove his blade through the back of its head, killing it as it crashed forwards on the ground, dead. Soon after Ceres quickly ducked a swipe from behind and spun, blade out, bisecting the Grimm trying to attack him from behind.

Ceres then quickly turned to his left and drove his wrist blade into the mouth of a charging Beowolf, with the point of his blade exiting out of the back of it's head. He then pulled his blade out of the now dead Grimm and used the momentum to bisect another Beowolf from right armpit to left shoulder.

As Ceres was fighting he then quickly checked the others to see how they were faring.

Ruby was shooting and cleaving groups of Grimm at a time.

Yang was punching every Grimm within her reach.

Weiss was using mostly her blade skills and semblance to kill the Grimm while trying to conserve her precious Dust ammunition.

Blake was cutting and hacking her way through the Grimm, using her semblance to dodge and confuse her enemy.

Dr. Oobleck on the other hand seemed to be collecting samples of different plants around the destroyed town.

Ceres was then brought out of his observation when he, without looking, threw three knives into the heads of three Beowolves that was charging him from behind. Ceres then notice a larger wave of Grimm coming from all sides. He simply extended his other wrist blade and charged the large horde.

This is going to take sometime.

* * *

Hours past by as Ceres and his team slaughtered any Grimm that attacked them. As the last Beowolf was cut down by Ceres's blades, the sun was soon setting in the horizon, signaling the end of the day.

During the many hours of fighting and traveling around the once populated town, Oobleck took this time to question Yang, Weiss, and Blake (in that order) why they choose to be huntresses. Interesting enough, he didn't bother asking Ceres or Ruby the same question.

The girls gave different answers and reasons for wanting to become huntresses. However, both Ceres and the doctor knew that deep down, they are troubled by their own insecurities.

When it was time to make camp for the night, Oobleck simply told the WBY of Team RWBY to set up camp while he, Ceres, and Ruby we're to scout the perimeter.

"You three, set up camp in that building. Oh and please do make sure that there are no more of those, creatures…" Oobleck ordered as he turned towards said girls. "Your leader, support member, and I are going to secure the perimeter. Come, Ceres. Come, Ruby."

Both Ruby and Ceres gave each other questioning looks as they followed the doctor, with Zwei following close behind.

During the walk no one uttered a word, that is until the group turned a corner.

"Whoaaa…" Ruby whispered in awe at what she was currently seeing.

What Ceres saw was a vast forest with a large mountain in the horizon. However, what caught his attention was a group of six massive Grimm that resembled elephants, Goliaths. Ceres observed these massive Grimm's with a critical eye.

These were the largest Grimm he has seen so far. By observing them, he can also tell these Grimm were ancient, at least over a hundred years old each, the oldest being the one at the front leading them. It seems their size and naturally dense hides and bone plating contributed to their long life spans. However, by their sheer size, Ceres guessed that these Grimm are relatively slow, only able to achieve short bursts of speed at a time and only in one direction, forward. These beasts are bred as living siege breakers for the Grimm hordes and must be approached with extreme caution by this planet's populace.

"Let's kill it." **Ka-Chak!**

Ceres then turned to give Ruby a raised eyebrow as she shifted her weapon into sniper form. "Ruby, your weapon will have no affect against a Grimm of that size. You'll just merely agitate it with that weapon of yours." Ceres explained as Oobleck nodded in agreement.

Ruby turned towards Ceres. "But what if it attacks us?" Ruby asked. This time Oobleck answered. "Fret not Ruby those Goliaths are not concerned with us." Oobleck explained as Ruby turned her attention back at the wandering Grimm in the distance.

Oobleck continued. "Ruby, not every Grimm is mindless. Or rather not every Grimm is still mindless. You see the Grimm you see before you are so powerful, so superior to the Grimm you fought, that they've undoubtedly lived hundreds of years. And in that time between killing humans, and attacking our borders, they've done one important thing, they've learned. They've learned that when they attack our borders, they're likely to die. And what we lack in strength, we make up for it in will. And that killing one human, will only bring more." Oobleck explained.

Ceres saw truth in his words, no matter how dull or savage a species can be, they have the capability to learn. This is the same for every race, just different degrees of intelligence. Ceres also saw truth in what Oobleck said about humanity, no matter what happens humans find ways to overcome the toughest of obstacles. That is one trait Ceres admires about humanity, their tenacity.

"Then, why are they so close to the city? What are they doing?" Ruby asked.

"Waiting." Oobleck simply replied. With that one word, Ceres understood what he meant.

After a brief moment of silence, the doctor then turned to leave as Ruby, Ceres, and Zwei followed.

"Dr. Oobleck?"

"Hmm?"

"I was wondering-" Ruby went to ask, but before she could finish Oobleck interrupted her.

"Wondering why I've been interrogating your teammates all day?" The doctor asked as he turned to face Ruby, with Ceres standing just behind her.

"A-actually. I was wondering… why did you want to become a huntsman?" Ruby asked.

"Look around and tell me what you see." Oobleck said as he gestured to the destroyed city around them.

"Lots of old buildings, uuh, empty streets…" Ruby started listing off what she saw, until Oobleck spoke.

"I see lives that could've been saved." Oobleck said as the group resumed their walk.

"As a huntsman it is my job to protect the people. And although I am capable of doing it with traditional weaponry, I believe I can make a much larger impact if I do it with my mind. As a teacher I am able to take knowledge, the most powerful weapon of them all, and place it into the hands of every student that passes through my classroom. I look at this wasteland and I see lives that could've been saved. But I also see an opportunity. An opportunity to study these ruins and learn from this tragedy. And therefore become stronger." Oobleck explained as he stopped and turned to face Ruby once again.

"I am a huntsman Ruby, because there is nothing else in this world I would rather be." He finally said as he turned to continue their way back towards the camp.

"This place. It was your home wasn't it." Ceres asked, loud enough for the departing doctor to hear.

Oobleck stopped in his tracks, but didn't turn around to face him.

There was a brief moment of silence as Ruby started fidgeting under the tense atmosphere.

Soon the doctor spoke, breaking the tense silence.

"Yes. Yes it was…" Oobleck said as he resumed his trek back. Ceres simply nodded, not wanting to delve further in the subject for Oobleck's sake. Ceres walked, soon passing a stunned Ruby and a silent Zwei.

Soon the red reaper was brought out of her shock when she realized she was lagging behind. So she grabbed Zwei and promptly used her semblance to quickly zoom pass Ceres.

* * *

It was now in the middle of the night. The shattered moon was high in the dark sky as it was surrounded by countless stars.

Ceres sat on what was once a window still, staring up at the night sky. His group is sleeping in their cots around a camp fire, while he himself volunteered to take first watch.

Right now he was contemplating about his home back in the Koprulu sector.

How is the Swarm doing now with Stukov as the new leader?

How the other two races reacted to his disappearance?

And most importantly, where was his Queen?

The last question haunted him ever since his Queen defeat Amon. Even though his Queen entrusted him with leading and protecting the Swarm, he never dared to imagine that he will one day ever lead the entire Zerg Swarm. His sole purpose for his creation was to protect and serve the one who was truly worthy for such a task.

Ever since the day his Queen disappeared, he felt lost without her. Thus he would wait for the day that his Queen would return to lead the Swarm to greater heights once again.

But now he has to worry about returning to the Swarm himself.

Ceres looked back and saw that everyone is still asleep. After Team RWBY had a brief conversation about their pasts, they quickly fell asleep.

Ceres then looked back out towards the broken town as he telepathically called for his Broodmother.

" **Galash, are you there?"** Ceres soon got an answer. **"Yes, my master, what do you need of me?"** Galash asked.

" **I need a report. What has happened since I last visited?"**

" **Master, I'm pleased to inform you that I have found a way to yield even more essence from these dust crystals."**

This caught Ceres's attention. **"Go on."**

" **I have changed the Extractor to fit our needs. The Extractor can now refine these Dust crystals into a purer form. When the crystal is purified, the essence yield is doubled from it's original amount. However, these Extractors take four hours to purify a set amount each time and of the same type."** Galash explained.

Ceres pondered. **"What would happen if we were to purify different types of crystals together?"** Ceres asked, having an idea of what would happen.

" **Then the crystals will react violently, causing it to explode."** Ceres nodded, his hunch confirmed. **"I thought so. What are our losses?"** Ceres asked as he knew the Broodmother experimented this already.

" **We lost five Zerglings and three Hydralisks from the initial blast, a Swarm host was also critically wounded. These are acceptable losses."** The Broodmother explained. Ceres nodded to himself in agreement. **"Very well. Next time be more careful when you experiment with these dust crystals, other than that how is the progress of the hive cluster near Vale?"** Ceres asked.

" **It's coming along fine master, your forces there is now numbering around 50,000 and growing. Also your Leviathans finished spawning, now you have five Leviathans including the one Broodmother Lysandra took for her mission."** Galash explained.

" **Good. Our brood is growing well Galash, however, our numbers are meaningless if we can't find a way back to our home. I will speak to Lysandra and get an update from her mission. For now, keep looking after the brood and Violet. I have a feeling that our time here will become more complicated in the near future."** Ceres said as he felt Galash nodding.

" **Yes my master, I will do as you say."** Soon Ceres cut communications with Galash as he contacted his other Broodmother.

" **Broodmother Lysandra, I need a report on your mission."** After a brief moment of silence Lynsandra answered. **"Yes my lord. So far I found three planets, each teeming with different life. I marked each of these planets so you can easily detect and travel to them if you wish. Unfortunately, I didn't encounter any sentient intelligent species nor any signs of Terran, Protoss, or Zerg."** Lysandra explained much to Ceres's ire.

Ceres frowned. **"Keep on searching and report back when you found something that requires my attention."** Ceres ordered.

" **I understand, my master. I will do as you command."** Lysandra replied as Ceres cut telepathic communications with her.

As soon as Ceres went back to his watch, he then saw something moving in the distance.

It was two men wearing white vests with a black sleeveless hood underneath, black pants and boots, black fingerless gloves, and a white mask.

On their backs was a red symbol of a head of a wolf with three slash marks behind it.

' _White Fang…'_ Ceres smirked as he saw the two White Fang soldiers in the distance, oblivious that they were currently being spied on.

Soon, both soldiers walked to the right and was soon out of sight.

Ceres then calmly stood from his spot as he quietly walked outside as the rest of his group slept.

Halfway walking towards the soldiers last known location, something behind him made him stop in his tracks.

"Ruff!"

Ceres turned around and saw Zwei sitting behind him.

After a brief staring match between the two, Ceres smiled as he gestured his head behind him, signaling Zwei to lead. The dog gave a happy bark as it walked in front of Ceres, sniffing the scent trail left by the White Fang soldiers.

Even though Ceres didn't need the corgi to find the White Fang soldiers, he just wanted to humor the dog for its curiosity.

Soon Zwei lead Ceres to an open part of town. From here Ceres saw a door on the side of a rundown building, which Zwei was also looking at.

"So that's the entrance. Zwei I need you to go back and get the others, I'll be waiting here." Ceres ordered, Zwei barked in conformation as the dog started making his way back to their camp site.

 **Crumble!**

Ceres instincts flared as he quickly kicked the dog away at a safe distance.

 **CRACK!**

Soon the concrete floor underneath Ceres fell, plummeting him into the dark abyss below.

* * *

After ten seconds of falling, Ceres soon crashed onto a flat concrete floor.

With no injuries, he then stood dusting off his clothes and coat, he finally had a good look around the cavern he fell into.

What he saw was a large underground city, broken and in disrepair, and with what appears to be a large rail road tunnel in the distance. He also noticed that he was standing on one of the many run downed buildings in this cavern.

However, before he could ponder on his current situation, he was soon interrupted by someone behind him.

"FREEZE!"

Ceres turned around and saw the same White Fang soldiers he saw before coming out of a door behind him, guns raised.

He then slowly raised his hands.

"Where did he come from?" Asked the left soldier to the other soldier. Ceres retained his stoic expression as the two soldiers drew closer.

"You're a long way from home, kid." Said the right soldier as both adopted cocky smirks, thinking he was helpless.

This was their biggest mistake.

As the right soldier went to grab Ceres, Ceres quickly grabbed the soldier by the throat, crushed his windpipe, and threw him off the building they were on. He then quickly fired a Hydralisk spine at the other soldier before he could fire his gun. The man's head jerked back as the spine lodged itself through his mask and deep into his head as he soon fell back, dead.

Ceres then turned back toward the city and hopped off the tall building, silently landing on the ground below. As soon as he landed he started making his way towards the area with the most life signs.

Once he arrived and hid himself behind a building, he then saw hundreds of White Fang soldiers packing a large freight train with equipment, supplies, weapons, and what appears to be stolen Atlesian Paladins.

However, what caught his attention was the large amount of dust they're loading to the last four freight carts, each cart also has, what appears to be, timed explosives.

As Ceres sneaked his way deeper into the White Fang base, he then stopped behind a few large crates and peeked around to observe.

He soon saw a White Fang soldier with glasses approach one of the freight cars.

"Sir! We're almost finished loading the carts with the necessary equipment for our plan, sir!" Stated the bespectacled soldier.

Soon the freight cart in front of him slide open to reveal an adult man with fair skin tone, dark green eyes with black eyeliner, and bright orange hair with the bangs covering his right eye. He's wearing a white suit, a bowler hat with a red band, a small grey scarf, black pants, shoes, and gloves. He was holding a dark grey cane with a white hooked handle with what seems to be a cartridge ejector near the handle.

The man was Roman Torchwick, the most infamous criminal mastermind in Vale.

"Ahh, Perry! My favourite henchman, I knew I can count on you and the rest of your miserable little pack to do the job." Roman complimented as he stepped out from the cart.

Soon the orange haired criminal was in front of the White Fang soldier now named Perry.

"So when will we be ready to leave this dump Perry?" Torchwick asked as he took out a cigar from his pocket and placed it between his lips.

"We've loaded the last of the Atlesian Paladins and the explosives, now we just need to load the last boxes of weapons and ammunition sir." Perry answered as Torchwick took out a lighter and lit the tip of his cigar.

Torchwick took a long drag of his cigar and soon exhaled the smoke out, looking around seeing the many boxes of supplies still laying around.

"Well you better work harder, Perry, because I still see many boxes still lying around. We don't want to keep "Her" waiting when we start the plan. Now do we?" Roman said in an annoyed tone. The White Fang soldier nodded his head in understanding as he soon left to do his task.

Roman shook his head. "Animals. Now why do I have to work with them again?" Torchwick wondered to himself as he took another drag of his cigar.

Ceres, still hiding behind the large crate, gave a quick order to the Vale hive cluster, to increase production of units and Nydus Worms. Something tells him that he will need his army soon.

After sending the quick message he sensed six familiar signatures rapidly approaching. It's seems Dr. Oobleck, Zwei, and Team RWBY are heading this way, no doubt to try and save him.

He needs to create a distraction for them.

Ceres, coming to a final decision, stepped out from his hiding place and out in the open. Right where everyone can see him, soon the master criminal noticed him.

"Well what do we have here?" Torchwick said, drawing the attention of all the White Fang in the vicinity. Soon Ceres was surrounded by dozens of White Fang soldiers, all armed.

"Now who might you be kid? Don't tell me your another one of those wannabe heroes or something? Because let me tell you, I'm getting sick and tired of those lately." Torchwick said in an annoyed tone. However, Ceres gave a calm smile in return.

"No, I'm just a law-abiding citizen, just taking a stroll through here and onto to Vale actually." Ceres lied in a calm manner.

Torchwick gave a fake cringe. "Ohh… well sorry kid, but you see, I don't know where you come from but... around here we don't take too kindly to strangers." Torchwick explained as some White Fang soldiers approached Ceres to apprehend him.

"And especially those who saw what we were doing here. Sorry, that's just how things work. I don't know if your oblivious to the situation, but you're trapped down here in this deep dark cavern with me and my buddies in the White Fang." Torchwick explained in a carefree manner as he turned around and took out another cigar, leaving Ceres to his fate.

"That's where you're wrong."

"Hmm?" Torchwick then turned around in curiosity. Ceres kept his calm smile.

"You and your friends are stuck in a deep dark cavern, with me."

That was the only warning the entire group got.

Ceres quickly threw eight knives at the White Fang surrounding him. Soon he was awarded when each knife hit eight different White Fang members, causing them to fire their weapons prematurely and wildly, hitting some of their own brethren.

As White Fang soldiers were distracted, Ceres extended his wrist blades and charged straight towards Torchwick, brutally cutting down any White Fang that got in his way.

Soon Ceres was upon the criminal as he attacked with superhuman speeds and deadly accuracy. Torchwick was barely defending himself from Ceres onslaught of blades and kicks, if he didn't have his aura then he would have bled out soon enough from the many nicks, grazes, and few possibly fatal cuts he received from Ceres's attacks.

Ceres's expression was stoic as ever, as he kept Torchwick on the defensive. Any time his opponent tried to counter, Ceres would merely dodge while simultaneously attack the opening that Torchwick made.

Any White Fang that tried to intervene was quickly met with a knife lodged in their throats, no matter how far or how many they were.

Torchwick, seeing as there's no way of winning this duel, quickly pointed his cane barrel towards the ground between them, and pulled the trigger.

 **BOOM!**

Ceres back flipped from the explosion just in time, however, as the smoke cleared he now saw dozens of White Fang soldiers surrounding Torchwick, all guns' pointing directly at Ceres.

Torchwick smirked. "Well kid this has been fun, but now it's time to say goodbye." But before anyone could pull their triggers, something exploded in the distance.

 **BTOOM!**

"Oh what now!" Torchwick yelled in annoyance. Soon he got his answer as a familiar group came around the corner.

"CERES!" Ceres turned to see Oobleck, Zwei, and all of Team RWBY running towards him.

But before Ceres could reply, his instincts flared as he quickly looked back towards Torchwick, who already fired his weapon.

 **Bang!**

The explosive projectile whistled through the air as it rapidly approaches Ceres as he quickly crossed his arms in front of him.

 **BOOM!**

The bullet hit Ceres as he flew back, his arms taking the brunt of the attack. He flipped in the air and landed on one knee. Soon his group behind him surround him.

"Ceres! Are you ok!?" asked a worried Ruby. Ceres nodded in reply, luckily for Ceres his wrist blades took the brunt of the damage, however, in turn his blades were also destroyed.

*Gasp!* "Oh no! Your weapons!" Ruby exclaimed as Ceres simply took off his damaged wrist blades and threw them to the side. "It's ok Ruby, I can still fight with out them." Ceres said.

Ceres then turned his attention back to see Torchwick climbing into the head of the train.

"Listen. Torchwick has train cars filled with weapons and stolen vehicles of war. We have to stop it before he reaches Vale." Ceres explained.

Oobleck waved off Ceres's explanation. "Ah. That's ridiculous! These tunnels are sealed. The tracks lead to a dead end."

As soon as he finished the trains comms turned on with an ear splitting screech.

" **Get to your places, we are leaving now!"** Announced the audible voice of Roman Torchwick, soon the train hissed and slowly started moving, slowly gaining speed.

Yang looked back towards Oobleck with a worried expression.

"Well, it sounds that they're going somewhere." Yang pointed out as Ruby pulled out her scroll.

"We need back up. Let me call Jaune." Ruby suggested as she dialed the blonde knight. However, due to low signals the call couldn't go through.

"I can't get through!" Ruby exclaimed.

"So what do we do?" Weiss asked. Oobleck answered. "I believe we have one option."

Everyone instantly knew what they had to do.

"We have to stop that train." Ceres stated what's on everyone's mind. Soon the group ran to catch up with the train.

* * *

Fortunately for the group, they manage to jump on the train as soon as it reached its full speed.

After knocking out the guard, the group made their way on top of the train cars.

"Hurry, children! We must get to the front and stop this train!" Oobleck explained.

Weiss gave a worried expression. "Uh professor?"

"Doctor."

"What's that?" Weiss asked as she pointed to a device Ceres saw earlier.

"That my dear… appears to be a bomb." Oobleck explained as the group (sans Ceres) flinched away in fright.

Ruby looked at the trains cars ahead and saw something. "We've got baddies!" Ruby said as she pointed down the rail cars.

Ceres turned and saw a large group of White Fang soldiers making their way towards them.

"Well, I didn't expect them to go…" Oobleck was soon cut off when the bomb in front of him activated.

 **whuuuurrRRR! Beep! Beep!**

"… easy on us… time to go!" Oobleck then stood as the entire group jumped to the next car.

However, Oobleck stopped Blake.

"Blake! Detach the caboose! It will kill us all!"

"On it!" Blake then jumped down between the two cars. Ceres opened the hatch of the car they were currently standing on and saw the exact same bomb attached below.

Ruby stood beside him and saw the device, much to her horror.

"Uh oh."

 **BOOM!**

Ceres turned around and saw the detached car from before explode in the distance.

"That's not good."

"Neither is this!" Ruby then showed everyone what Ceres found.

"Another bomb!' Bake exclaimed in horror. Ceres then saw Oobleck jump to the next car and opened its hatch.

"THEY ALL HAVE BOMBS!" Oobleck exclaimed to everyone's horror.

Ceres pondered. _'Why would all the train cars have bombs? And why arm each bomb, only to detach it from the train for it to explode harmlessly away. Unless…'_ Ceres was soon brought out of his pondering when the bomb in front of his group activated.

Soon enough the car detached itself, Ceres, his team, and Zwei quickly jumped to the next car. As soon as he landed, Ceres looked back at the detached car in order to confirm his theory.

As Team RWBY was taking care of the White Fang soldiers in front of them, Ceres soon saw the car explode.

 **BOOM!**

The explosion then created a large hole in the ceiling that lead to the outside world. However, to Oobleck's horror, he and Ceres saw hundreds of Grimm of all types fall down from the recently made hole.

Soon a large King Taijitsu fell into the tunnel, as every Grimm now stared in their direction.

"RRAAAAAAAAAAAAAAAAAAHHH!" The Taijitsu roared as the horde of Grimm started stampeding towards them.

"Oh… dear…" Oobleck said in horror as Ceres adopted an expression that betrayed no emotions.

As soon as Ceres saw the Grimm horde stampeding towards them, he gave a quick mental command to his hive cluster near Vale, preparing them for battle.

Oobleck turned towards all of Team RWBY. "He's leading Grimm to the city!"

Weiss was shocked. "What!?"

"It's the cars! They detach and explode, creating openings for the Grimm!"

Blake was horrified. "That's insane!"

Soon another car detached itself.

"We have to hurry!" Oobleck stated with urgency as he and Ceres ran towards the group.

"You three! Go below and try to stop those bombs!" Oobleck ordered as Yang, Weiss, and Blake nodded and made their way through one of the car hatches.

"What about us?" Ruby asked, Ceres answered. "Like I said before, we're going to stop this train." Ceres said with a serious conviction.

Soon Ceres, now with Ruby, Oobleck, and Zwei, ran towards the front of the train. However, Ceres saw multiple Atlesian Paladins charging towards them, weapons at the ready.

"Up ahead!" Oobleck pointed out as a single Paladin jumped and landed right in front of the group.

"We've got a problem!" Oobleck exclaimed. Ceres frowned. _'I might need to use my original blades in this fight. But I'll have a lot of explaining to do later.'_ Ceres thought, but before he could extend his blades, what happens next caught him off guard.

Oobleck took a quick sip from his thermos and extended it out into a bat with the thermos nozzle, where he previously drank from, ignited with a large candle like flame coming out of it.

Zwei then hopped into the air and curled into a ball, then while in mid air, Oobleck swung his weapon like a bat and launched Zwei, now a fire ball, towards the approaching Paladin.

When the literal hot dog hit the Paladin, the large mech was utterly obliterated as it fell off the side of the train and exploded behind the group.

Ceres was surprised. _'The dog is not only intelligent, but is also more resilient than I thought.'_ Ceres simply thought as he observed what happened next.

As soon as Zwei landed, seemly uninjured, another Paladin mech was about to fire its guns at the dog.

But fortunately for Zwei, Oobleck launched balls of fire hitting the mech and systematically destroyed it with one swing of his weapon.

However, it was far from over.

Two more mechs started charging down the train cars towards them.

Ceres and the group ran towards the mechs as they dodged swipes, stomps, and artillery fire form the large mechs.

Soon they passed the mechs as they made their way towards the front of the train. However, just ahead of them was two Paladins blocking their path, while the two from before came from behind.

Ceres and Zwei turned to face the Paladins from before while Ruby and Oobleck faced the Paladin in front of them.

"Dr. Oobleck, Ruby! You clear a path forwards while I'll handle the ones behind us." Ceres said as the two nodded in agreement and charged.

Now with Oobleck and Ruby busy, this next part should be easy for him.

As the two mechs charged, Ceres's eyes glowed as he psionically mind controlled the pilot of the mech in front of him.

" **Turn on your comrade behind you. He's a traitor to the cause."** Ceres ordered as the large mech abruptly stopped in front of him.

The second Paladin stopped as well, Ceres can sense the pilot's confusion. Then without warning, the mech in front of Ceres spun and back-handed the second mech off the train.

As the second mech tumbled away, Ceres then grabbed Zwei and punted the dog as hard as he can towards the still controlled mech, breaking the sound barrier.

The mech shattered apart from the sheer force of the attack. Zwei then harmlessly landed on his stubby feet in front of Ceres.

Ceres nodded in accomplishment as he turned to observe how Oobleck and Ruby was doing.

He soon saw them fire at each leg of the Paladin, tripping the large mech as it flipped into the air and fell off the side of the train.

Ceres and Zwei ran up to rejoin the other two. However, as the two groups joined up, Ceres saw even more Paladins charging from behind them.

Oobleck then turned to face the oncoming mechs. "Ruby! Ceres! You two go on ahead!" The doctor ordered as he point towards the front of the train.

"But-" Ruby went to retort, but Oobleck continued. "Don't worry Ruby. It's time, I teach them a lesson." Oobleck said in a serious tone. Soon the doctor charged to meet the mechs head on.

Ceres placed a reassuring hand on Ruby's shoulder. "He'll be fine Ruby." Ruby smiled as she nodded in reply. However, Zwei started to whimper as he looked up towards Ruby.

Ruby understood. "Go."

The dog barked in happiness as it rushed towards where Oobleck is fighting the mechs.

Ceres chuckled. _'Dogs… man's best friend.'_ He thought as he and Ruby ran to the front of the train.

However, when they arrived it was already too late. Both Ruby and Ceres sees the closed gate that led directly into Vale as the train rapidly approach it.

Ceres then noticed that the other three members of their team also arrived, however, they seemed to be either hurt or exhausted, especially Yang and Weiss.

Now with Team RWBY reunited, they could only watch as the train rapidly approached the closed gate, with no signs of it stopping

"What do we do?" Blake asked.

Ceres pondered a moment for a solution, that is until him and his entire team were encased in a barrier of ice, courtesy of Weiss.

What happened next was a blur.

The train crashed, the ice barrier shattered, sounds of explosions and metal groaning and screeching rang through the air.

Then finally darkness.

* * *

Ceres didn't know how long he was unconscious for. But when he awoke, he was still dazed from the crash.

He soon got his bearings as he stood up, albeit shakily. The first thing he noticed were the sirens blaring throughout Vale and that they were, what seems to be, located at the town's center, a large stage in the middle surrounded by roads and buildings.

The next thing he noticed was pain emanating from his stomach. He looked down and saw an iron bar protruding from his stomach.

Grabbing it with both hands, he forcefully pulled out the bar with a painful grunt. He then threw the bar away as his wound started to heal.

He then looked around and saw that his team were also waking, all of them dazed from the recent crash but were none the less fine from what Ceres can sense.

Ceres then looked behind him and saw the large hole the crash made, the street and sidewalks around it were utterly destroyed and covered in debris.

Ceres also noticed that civilians of all ages were looking at both him and his team, curious of what just happened.

However, as his team picked themselves up and stood beside him, something large crashed through the hole behind them.

"RAAAAAAAAAAAAAAHH!"

Ceres turned as did his team and saw to their horror, the King Taijitsu from before rose from the hole.

However, it wasn't the only one as scores of Grimm started pouring out from the open hole and started rampaging throughout the city.

Civilians screamed in horror as the Grimm charged through the streets, slaughtering many in their wake.

Ceres saw this carnage going on, reminding him eerily of when the Zerg attacked Korhal.

However, unlike the Swarm, these Grimm were mindlessly slaughtering innocents, humans and Faunus alike. There was no order of how they did it.

They simply follow their bestial instincts to kill.

As he and his team is observing everything that is going on, the Taijitsu behind them roared and dove straight at them, fangs at the ready.

Ceres and as well as his team, jumped into the middle of the clearing, dodging the attack.

Soon the team realized they were surrounded on all sides by a horde of Grimm. The Grimm, seemly chased or killed off any civilians in the area, then focused their attention towards them.

With no way of escape, Ceres and Team RWBY stood their ground, ready to fight till the last.

As if it was a command, the Taijitsu roared and the horde closed in for the kill.

Ceres clenched his fists as the Grimm in front of him approached. A Beowolf pounced and closed in on him, teeth and claws bared.

Ceres spun and kicked the Grimm directly in its face, shattering its skull, as it was launched to the side. Continuing the momentum, he round house kicked a Creep, shattering its jaw and teeth.

Soon Ceres charged a pack of Grimm as a Beowolf went for a horizontal swipe. Ceres caught the swipe and used the momentum to fling the Grimm into a group of Creep, knocking them all down. Ceres's instincts flared as he immediately dodged to the left, a rolling Boarbatusk sped past him and couldn't stop as it smashed into an Ursa.

Ceres then saw an Ursa went for an overhead swing. Ceres simply caught the offending arm with a single hand as he then ripped off the arm and shoved the claws into it's stomach, impaling it.

He had a moment to breath as he observed the rest of his team. Overall his team was holding their own, but they were slowly being overwhelmed by the numerous horde.

Ceres quickly ducked a swipe from an Alpha Beowolf as he punched its knee, shattering it. As the Alpha fell, he then punched its throat, crushing its windpipe. The Beowolf gagged, trying to breath but to no avail. Soon it collapsed forwards, suffocated death.

Ceres turned and came face to face with the King Tajitsu. But before they could fight, something exploded in the distance.

 **Boom.**

Soon something came flying at the giant snake Grimm.

It was Nora.

"wwwaaaaAAAAAAHH! SMASH!" Nora yelled as she smashed her hammer against the Taijitsu's head, knocking it out.

Ceres then saw all of Team JNPR arriving to the battle, weapons at the ready.

Soon the entire team (except Jaune) leapt into battle.

Ren was using a combination of martial arts and his gun blades to kill the Grimm.

Pyrrha herself was cutting a swath through the horde with both brutal precision and skill.

Jaune was slashing a single Ursa to death.

Nora though…

"IT'S SMASHING TIME!"

Ceres didn't know which was the bigger threat. The Grimm or the hyperactive ginger with a hammer.

At least she was on his side.

With the arrival of Team JNPR, the Grimm within the vicinity were slowly being held back, however, there were still more pouring in from both the hole and from the rest of the city.

And not to mention the larger and more elite Grimm were starting to appear.

' _We need more back up. At this rate we'll be overwhelmed.'_ Ceres thought as he snapped the neck of an Ursa with a single kick.

However, before he could call in his Zerg forces. The earth shook as a large shadow covered the entire vicinity, with the sounds of jet engine accompanying it.

Everyone, both teams and even the Grimm, stopped fighting as they all looked up.

For the first time since Ceres has arrived on this planet, he smiled at what he saw.

It was an Atlesian airship, the Atlas fleets has arrived.

Ceres saw dozens of VTOL jets started to fire their weapons at the Grimm below, their powerful rounds shredding through even the thickest of Grimm hide and armor. After barraging the Grimm below and clearing the air of Nevermores, these very jets opened their back hatches and soon the sky was filled with hundreds of Atlesian Knights.

As soon as these droids landed, they immediately started firing their rifles at any Grimm within their sights, cutting down a large portion of the Grimm forces attacking Vale.

Now with proper reinforcements from the Atlas army, the Grimm were quickly being decimated and pushed back, no longer having the advantage of numbers. However, many droids that were deployed were also destroyed or ripped apart by the Grimm hordes.

Never the less the Grimm within Vale are slowly being whittled down.

As the fighting continued, Ceres saw Emerald and Mercury also joining the fight. This made Ceres suspicious as to why they're here, but push aside his suspicions away for later.

Ceres then saw a Bullhead arriving to the fight as it hovered over the battle field, its passengers were Team CFVY and the portly professor himself.

Team CFVY all jumped out of the plane landing in the middle of the clearing. As soon as they landed the team immediately engaged the Grimm.

Ceres saw the tall teen, Yatsuhashi, pull out his large sword and slammed it on the floor, blowing away the Grimm surrounding him with the shockwave alone.

The teens, Fox and Velvet, used mainly hand to hand combat against the Grimm, the boy in particular as his last attack caused a Ursa Major to explode, killing other Grimm around it.

Then their leader, Coco, smashed any Grimm that dared approached her with a combination of kicks and her handbag. But when a Deathstalker and some Nevermores approached, she then transforms her handbag in a large minigun with a large drum mag.

Suffice to say her bullets shredded both the Deathstalker and Nevermores apart.

Soon the actual professors of Beacon arrived, firmly sealing their victory.

As Ceres crushed the head of a Beowolf, he then saw Professor Goodwitch point her riding crop at the hole.

Soon the hole created by the train crash, was soon covered and fixed by the surrounding pieces of debris coming together and forming into a brand new road.

Soon the last of the Grimm were killed as everyone met in the middle of the stage. Ceres was standing with his own respectable team as did everyone else.

Shortly, a single VTOL flew down and landed behind the group. As the vehicle landed, Ceres then saw Mercury and Emerald escorting Torchwick to the vehicle. Soon the VTOL's back hatch opened as two Atlesian Knights took Torchwick inside the jet.

But not before the criminal had something to say to the whole group.

"Oh, I can't believe that you caught me. You've really taught me the error of my ways." Roman sarcastically said as he was ushered into the jet.

Soon the VTOL took off, with the criminal onboard.

Everyone smiled at one another, seemingly enjoying their victory over the Grimm.

However, Ceres wasn't smiling as he became more anxious as time went by.

' _We have won. But why do I feel like the danger is not over yet?'_ Ceres pondered as this feeling of caution wouldn't go away.

Ceres always trusted his instincts for it has saved him many times from numerous catastrophic events.

Now his instincts are warning him of a nearby danger.

"Are you alright Ceres?" Someone asked. Ceres turned to his left and saw Velvet with a concerned expression.

Ceres nodded in reply. "I'm alright, just feeling anxious. That's all…" Ceres said in a somber tone.

Velvet tilted her head in confusion. "Why are you anxious? We manage to clear the city of Grimm before it was overrun. I'm sure you're worried over nothing." Velvet reassured, but Ceres shook his head.

"No, something is not right. My instincts are telling me-"

 **Boom.**

The earth shook as everyone stopped talking and froze.

 **Boom! Rumble.**

The sound was even louder then before as the whole earth shook more violently. Everyone anxiously scanned the area.

 **BOOM! CRACK!**

Everyone turned towards the noise, to their horror the road that Glynda previously fixed has multiple cracks on it's surface, as if something is trying to get out.

Everyone prepared their weapons as all the Atlesian droids in the vicinity started surrounding the center of the cracked road.

Soon the entire group approached the cracks themselves, weapons in hand.

As they got closer, Ceres psionically scanned what is underneath the road. His eyes widened in shock.

"Everyone! Back away, NOW!" Ceres exclaimed. But before anybody could react, something burst out of the road.

 **CRASH!**

The Atlesian droids that were closest to the cracks were systematically obliterated by the explosion of debris while the entire group was blown back by the shockwave alone.

Ceres was the first to recover as he stood, staring into the large dust cloud that emanated from the explosion.

Soon everyone manages to regain their bearings as they stood, weapons in hand, ready to face whatever came out of the cloud of dust.

Even though the group couldn't see through the thick cloud of dust, they can still see a silhouette of something large moving within the dust cloud.

The Atlesian Knights around them started firing into the cloud, detecting something within the cloud. However, Ceres can see sparks of the bullets ricocheting off a massive form within the cloud.

By some unknown command, the droid ceased their fire as the dust cloud slowly dissipates.

Ceres then saw Glynda swipe her riding crop to the side as the cloud of dust quickly blew in the same direction, revealing whatever was in the cloud.

The entire group was shocked from what Ceres could hear, as his expression hardened at what he saw.

It was a massive, sixteen-feet-tall, bug Grimm, easily bigger than a Goliath. It looks reminiscent to that of a beetle, as It was covered in thick bone like carapace with red markings, many large spikes jutting out of it's shell, and six large legs to carry its massive body. It has red glowing eyes burning with feral savagery, a large lagged horn on top of it's head, and an armoured jaw.

To the people of Remnant, they never seen such a creature before. But to Ceres, he knew exactly what it is.

A Primal Zerg, but just not any Primal, a pack leader somehow Grimmified.

This beast exuded power and intimidation unlike any the group has ever felt before, even the professors.

But what the beast did next only further increased the group's shock.

"KILL THEM ALLLLLLLLLLLLL!" The Primal Grimm roared as underneath it, swarms of lesser to higher tier Primals started to rush out from the newly created hole.

The group was brought out of their shock as they braced themselves against the oncoming swarm.

As the fight started, it quickly dissolved into a confused fight for survival as the Atlesian Knights and the group were trying to fend off the oncoming swarm of unknown Grimm.

"What the hell are these things Neptune!?"

"How should I know Sun!?"

"Could you two shut up and start killing these things already!"

"These things are a lot tougher than the regular Grimm!"

"Damn! My bullets are having no effect on the bigger guys! Yatsuhashi!"

"Students! Hold formation! Don't split from one another!"

Ceres's kicked a Primal Zergling away as he turned towards the group. "These are no ordinary Grimm! These are Primal Zerg! A race not from this world!" Ceres shouted as some gave him stares of disbelief.

"Then how do you know about them!" Questioned Coco as she batted away a Primal Zergling.

"I will tell you all later! Right now we must fend off until reinforcements arrive!" Ceres stated as everyone focused back onto the fight. However, as time went on, Ceres noticed that the professors, students, and the Atlas army were struggling against these new foes.

The Atlesian Knights were being ripped apart by the mass numbers of the Primal Gimm, as these Primals are a lot tougher than the average Grimm. Ceres saw Yatsuhashi desperately defending himself and Velvet against a Primal Ultralisk as Coco's bullet's seemed to only agitate the large Primal.

Yang and Fox were punching and slicing Primal Zerglings one after another, but they were slowly being overwhelmed and overpowered. Ruby, Nora, and Ren were trying to fight off two Primal Ultralisks as well as the Primal Zerglings surrounding them.

Blake and Weiss were back to back as they used everything in their arsenal to cut a swath through the swarm. Pyrrha has paired up with Jaune as they face against a swarm of Primal Zerglings and as well as a single Primal Ultralisk.

Both Sun and Neptune were desperately fighting against a Primal Ultralisk as they tried to wound it, but to no avail. Peter and Oobleck were faring better, but eventually they will also succumb to the mass number of Primals.

Glynda was doing the best out of all of them, as she used her telekinesis and dust spells to clear groups of Primals and try to keep the students safe at the same time. However, Ceres could see that she was becoming exhausted as she stretched her abilities to their absolute limit.

Soon, Ceres saw dozens of Ravasaurs situated on top of the buildings surrounding the group as they soon fired globes of acid down at both the group and the remaining Atlesian Knight's.

Ceres knew they couldn't hold out much longer, the group is slowly being whittled away as the armies of Atlas are currently ill equipped to deal with such an enemy.

Ceres had no other choice.

" **Galash! Answer me!?"**

" **My master, what is wrong!?"** Galash answered, sensing something was direly wrong.

" **I need you to send the Zerg forces near Vale to my position, NOW!"** Ordered Ceres as he smashed another Primal Zergling to the side.

" **Yes master, but it will take sometime for the Nydus Worms to tunnel to your position, and even longer for the larger units to arrive. You will have to hold out until then, unless you want to use your fleet in orbit?"** Galash said as Ceres used a broken lamp post to smack away a group of Primal Zerglings.

" **Leave the larger units and my fleet! Send whatever you can through the Nydus Worms!"** Ceres ordered as he then threw his makeshift weapon like a spear, hitting a Ravasaur off its building.

" **It will be done."** Galash said as Ceres cut communications.

Ceres then rushed straight towards the Primal pack leader. He needed to buy some time.

In the air the VTOL's started their approach, guns ready to fire. However, the massive pack leader simply chuckled. "BRING THEM DOWN, MY MINIONS!"

Soon all around the vicinity smaller versions of the pack leader, but still as big as an Ursa Major, started bursting forth from the very ground itself. Soon these large beetles, as well as their pack leader, looked towards the direction of the incoming VTOL's. Then each Primal Beetle started firing hundreds of sharp bone-like spines in rapid succession, each traveling at hyper sonic speeds towards the incoming VTOL's.

The VTOL's tried desperately to dodge the incoming fire, however, almost all of the jets were shot down, taken by surprise by such an attack.

As the surviving jets retreated towards the airship, Ceres jumped high into the air towards the unsuspecting pack leader.

As the pack leader turned back towards the ongoing battle as all of a sudden, it received a large blow to the face, as the large Primal stumbled backwards.

After crashing into the pack leader's face, Ceres grabbed his horn and started pummelling the Primal's face as the large Grimm tried to shake him off but to no avail.

The pack leader roared. "YOU INSOLENT PEST! NOW YOU WILL DIE!"

The large Primal Grimm then charged straight through the battlefield, crushing many Primals in its wake as Oobleck and Port manage to dive out of the large Primal's way just in time. Ceres then jumped off the pack leader as the massive Primal crashed straight through a two story building.

Ceres then landed in the middle of the stage where the rest of his group slowly congregated.

Coco, Velvet, and Fox were covering the right side of the stage as an injured Yatsuhashi crashed next to them. Blake, Weiss, and Ruby beside him as Yang, with Zwei in her arms, crashed in front of them. Glynda, Port, and Oobleck were on the left side of the stage. And finally, all of Team JNPR, plus Sun and Neptune covering the side behind Ceres.

Surrounding the tired, bruised, and injured group on all sides were the Primal Grimm, each ready to pounce in for the kill.

Seeing as there was no way of escape or any hope of rescue, the group formed a tight circle, ready to fight to their last.

"Students. We might not make it out of here alive. So I want you all to know, it has been an honor teaching you all." Oobleck said as he readied his weapon.

Everyone smiled as they readied their own weapons.

"I always wanted to go out swinging. Let's take as many of them with us as we can!" Yang boasted as the rest of the students cheered.

However, their cheers soon died when the massive Primal crashed out of the pile of rubble covering it.

It then stomped through the crowd of Primals until it towered over the group.

Ceres looked up at the large Primal, face betraying no emotions as his team stood besides him valiantly.

The large Primal gave a mocking laugh.

"HAHAHAHA! You humans and animals think you're so strong and so clever! Cowering within your kingdoms, thinking nothing will be able to harm you!" The Primal said in a mocking tone.

"Great… even the Grimm are racist towards the Faunus." Sun quipped in annoyance.

The Primal continued. "But when you are faced against a might that you can't hope to overpower! You hopelessly fight against the inevitable! So you might as well surrender and DIE!" The pack leader roared as the surrounding Primals roared in unison.

The group readied their weapons, ready for a last stand. However, Ceres started to approach the pack leader.

"Ceres what are you doing!?" Exclaimed Ruby as everyone else saw what he was doing.

The large Primal took notice of Ceres for the first time since it has arrived, the Primal seemed to be pondering on something.

"You… You are not like the rest… I knew I sensed someone different among your pathetic group." The Primal states as Ceres stopped right in front of it.

Ceres wasn't surprised, the Primals here know that he wasn't human. However, they don't seem to know what he truly is.

The Primal Grimm leaned down to face Ceres. "I can sense your power! Yessssss, you are definitely not human nor an animal? You smell just like us… but different, changed, corrupted." The large Primal said, seemly to be confused about Ceres's nature.

Ceres's face was stoic as he stared into the burning red eyes of the Primal Grimm in front of him.

"And who are you to question about who I am?" Ceres asked in a firm tone. The massive Primal leaned back, now enraged.

"YOU INSOLENT BUG! I AM GRIMLOCK! SUB-PACK LEADER OF THE MIGHTY PRIMAL PACK! AND I WILL CONSUME YOUR ESSENCE WHEN I CRUSH YOU AND YOUR PATHETIC KINGDOM UNDERNEATH MY FEET!" The now named Grimlock roared as the Primals around it prepared to charge the group.

Ceres's group braced themselves, ready to fight to their very last breaths.

However, today was not their day to die.

Ceres smirked. "Not today."

Before the Primals could charge, something burst from the ground behind the pack leader.

 **BOOOM!** "CRRRRAAAAAAAAAUUUGGGHH!"

"WHAT!?" Everyone in the vicinity saw what came out of the ground.

It was a massive worm like monstrosity, it's long body was covered in a segmented brown carapace, four large spikes protruding from and around near it's neck, two amber eyes with slit pupils, a huge gaping maw that could fit an entire Goliath filled with sharp, thick teeth, and two large flat antennae's that is covered with equally sharp and thick teeth at it's underside.

It was a Nydus Worm, something Ceres has been waiting for.

As it's segmented worm-like body rose from the ground, five more burst from the ground all around the vicinity, throwing Primals of all types into the air.

Ceres's smile grew as each Nydus Worm retreated back towards the ground with only their heads showing.

Soon each Nydus Worm opened their gaping maw as hundreds of his Zerg forces poured out of each head and soon clashed with the Primal Grimm.

Zerglings were crashing into and wrestling with their Primal counterparts as they swarmed in by the hundreds. Banelings suicidally jumped into battle, showering and killing whole groups of Primals with their highly corrosive acid. Large groups of Roaches were firing their acid at the Primal Ultralisks and Beetles surrounding the group. Hydralisks were firing their explosive spines at the Ravasaurs on top of the building's while using their three prong scythes to cut down any Primals that attack them within melee range.

Ceres was now standing with his group, watching the mass frenzy of tooth and claw happening around the group.

"What do we do!?" Asked a confused Ruby as everyone was frantically observing the battle around them.

"They don't seem to be attacking us! Maybe they're friendly!?" Suggested Sun. Just as he said that, a Primal Ultralisk landed right in front of Ruby and roared.

Yang's eyes widened in horror. "RUBY!"

Before the group could react, the Primal Ultralisk swung its massive claws to strike the unprepared girl. However, before the strike could hit, a Hunter Killer burst forth from the ground, putting itself between Ruby and the Primal.

The Hunter Killer blocked the strike that was meant for Ruby as it fired a burst of spines directly at the Ultralisk. The spines pierced deeply into the thick hide of the large Primal as it roared in pain. But before the Primal could recover, the Hunter Killer swung its serrated claws, cracking with electricity, and cleaved the Primal's head vertically in half.

As the Primal's body slowly evaporated. The large Hydralisk turned to face a stunned Ruby for a just a moment before rushing back into battle.

The group was stunned at what just occurred.

"Well does that answer your question, Sun?" Ceres asked as the entire group turned to face him. Blake was the first to speak.

"You know what these things are, don't you?" Blake questioned, Ceres held his stoic expression.

"… Yes I do. But this is no time for an explanation, I promise you all that I'll tell you everything later. But all I can tell you now is that these creatures are called here by me and will not harm any of you unless I order them to." Ceres explained as he turned towards where the pack leader was. This new information shocked the entire group, especially Team RWBY who had known Ceres for the longest.

The pack leader, Grimlock, was rampaging through his forces, killing Zergs by the dozens. However, Grimlock himself has received numerous, but minor, wounds as he is currently swarmed by small groups of Zerglings.

Ceres started to make his way towards the large Primal, until Yang placed a hand on his shoulder, stopping him.

"Ceres, where do you think your going?" Yang demanded, Ceres stared directly back at her.

"I'm going to end this. Get to a safe place, this isn't your fight anymore." Yang gave a cocky grin. "Well too bad Ceres! I don't care who you might or might not be, but you're a part of team RWBY! And as part of our team, your fights are as much as our fights! What did you say before? "We either fight together, or die alone." Those were the words you told us, so you better stick to them buster!" Yang stated with a confident grin. Soon the rest of Team RWBY stood with Yang, ready to fight by Ceres's side.

Ceres looked at the group behind him, surprised. Even though they knew that he isn't who they think he is, they still see him as a friend, and would fight with him to protect their home; he can see it in their eyes.

Ceres sighed as he adopted a small smile. "Alright then. But if we're going to do this, we do this my way." Ceres said as all of Team RWBY nodded. Soon the others within the group looked at one another as some of them shrugged. Soon the entire group approached Ceres.

"Ceres, even though you are not who we think you are, never the less you showed that you are fighting to protect us. So, what is our plan?" Oobleck asked as everyone stared at Ceres.

Ceres nodded as he looked back towards Grimlock. "The Primal Grimm are powerful, but if you kill their pack leader, then the rest will fall." Ceres explained as he looked back towards the group.

He looked directly at Team CFVY. "Coco. Your team will cover our flanks. Make sure nothing gets past you."

Coco smirked. "Normally I wouldn't be taking orders from a first year. But… you're not exactly normal, so I'll let this slide. Consider it done."

Ceres then looked at Team JNPR. "Jaune. Your team will assist Coco's in securing our flanks."

Jaune nodded with a serious expression. "Ok, got it! And whatever happens, JNPR will support you all the way through."

Ceres nodded as he looked directly at Sun and Neptune. "Sun, Neptune. Both of you will take care of any Primals that get past Coco's and Jaune's teams."

Both Sun and Neptune gave Ceres a thumbs up. "If everyone is cool with you, then you're cool with us." Neptune said, showing their support.

Ceres then looked at the professors. "Dr. Oobleck, Professor Port. Assist accordingly. I don't need to tell you what to do."

The professors nodded, Ceres looked towards Glynda.

"Miss Goodwitch. I need you to contact Ironwood and convince him to hold off his fleets until we at least killed the pack leader. His fleets will not only target the Primal Grimm but also my own forces. I don't want that to happen."

Ceres explained as he knew the general will indiscriminately fire upon his forces as well as the Primal Grimm. He can also sense that the rest of the Atlas fleets were congregating near Beacon, ready to for an assault.

Glynda hesitated for a brief moment before giving a firm nod. "I'll try. But I expect a FULL explanation of who you truly are after this battle."

Ceres nodded as he then looked towards his team. "As for our team. We're going to face the pack leader ourselves."

At first Team RWBY was shocked for a brief moment before adopting confident grins.

"Hell Yeah! You can count on us!" Yang cheered as she slammed her fist together for emphasis as Ruby continued. "And Ceres. No matter what happens, you're still our friend and teammate." Ruby stated as Weiss, Blake, and Yang nodded their heads in agreement.

Ceres nodded as he turned towards the large Primal, he then finally extended his carapace blades. As his blades glowed bright orange with psionic power, he turned back towards the group, who are surprised by his new weapons. "Alright, lets go!" Ceres ordered as the whole group shrugged off their surprise and charged towards the massive pack leader.

As they neared, Team JNPR and CFVY started clearing the way towards the pack leader, with Sun and Neptune assisting each them. The professors were making sure that no Primals got through and that each team were kept safe. Glynda was also fighting but she seemed to be having a heated discussion with most likely the general on her scroll. Ceres and his team charged straight towards the pack leader.

Ceres ordered his forces to keep the Primals away from the pack leader. His forces then started clearing a large area around the pack leader.

Soon Ceres and team RWBY were standing in front of the massive Primal, weapons at the ready.

Grimlock noticed them as his eyes is filled with rage. "YOU! YOU HAVE BEEN A THORN ON MY SIDE LONG ENOUGH! NOW YOU WILL ALL DIE!" The Primal roared as it reared up it's massive body to smash them.

Ceres and his team immediately dodged out of the way as the slam shook the very ground. Grimlock then targeted Ceres as multiple spines jutted out of its shell.

"DIE!" Grimlock roared as it then started firing the spines at Ceres.

"Lady Bug!" Ruby exclaimed as both she and Blake dashed and sliced Grimlock's front right leg. Even though the initial strikes failed to cut through, it made the large beast stumble as it misfired, hitting many of it's own kin and that of Ceres's forces.

However, Ruby and Blake weren't letting up as they continue to slice the same leg, back and forth. Eventually they manage to cut through the thin carapace at the joint, crippling the leg.

Grimlock, enraged, slammed its injured leg, trying to crush both girls. However, he missed as both girls dodged the attack, but were blown away from the shockwave. Yang then used this distraction to jump onto the pack leaders face, holding onto its horn.

"Why hello there! WELCOME TO VALE!" Yang yelled as she started pummeling Grimlock's face with her right gauntlet, firing her explosive shells directly into its left eye. Grimlock roared in both pain and rage as he tried to shake Yang off, but to no avail. Eventually, the now one-eyed Primal had enough as he charged blindly, straight into a building with Yang still on his face.

As the Primal back away from the now destroyed building, Yang fell off his face as she crashed on the ground, still dazed from the impact. Yang stood back up, albeit shakily, as her hair started glowing, sheathed in flames.

Grimlock roared as it tries to crush Yang with it's good leg. However, to the Primal's great surprise, Yang caught the leg with both hands. She then glared at the large Primal with glowing red eyes as she roared and punched the Primal's leg, crippling it.

Grimlock roared with pain as it stumbled back and prepare to fire another volley of spine directly at Yang. Before the Primal could even fire, Ceres rushed in, blades at the ready, as he quickly sliced through Grimlock's back left leg at the joint. The Primal roared in pain once again as it fired of to the side, just missing Yang.

Grimlock then stood clumsily on it's five remaining legs as it turned to face Ceres bellow it with pure rage. The pack leader roared with fury as it smashed both of its injured legs in order to crush Ceres. Ceres in turn manage to dodge backwards from the attack just in time as he soon landed besides Ruby and Weiss.

Ruby looked directly at the injured pack leader, who was barely standing still.

"Bumble Bee!" Ruby yelled, Ceres then sees Blake throwing her weapon, holding it with a long black ribbon, towards a still glowing/flaming Yang. Yang caught the gun with her left hand as she then started running in circles, stretching out the ribbon. As soon as Yang gained enough momentum, Blake then swung her towards the Primal Grimm.

Due to it's injured legs, Grimlock couldn't dodge as Yang, with all her built up power and momentum, slammed her fist against the left side of the Primal's face.

Grimlock's face armor cracked from the blow, as the entire grim was knocked onto its back, dazed.

While stunned, Ceres prepared to charge as did Ruby beside him. As both readied their weapons, Ceres soon felt energized as he noticed Weiss creating a time glyph underneath him and Ruby, charging and accelerating their considerable speed even further.

As soon as the glyph was done charging them, Ruby yelled.

"VERMILLION!"

Soon both she and Ceres shot towards the downed pack leader, both breaking the sound barrier.

When they reached the pack leader, in a streak of red and orange, Ceres cut through all three right legs as Ruby cut through the remain two left legs.

Grimlock roared in pain as it tried desperately to move, but to no avail since it now has six bleeding stubs where his legs use to be.

As both Ceres and Ruby slid to a stop behind the massive Primal. Ceres detracted his blades and leaped from his spot, hopped off Grimlock's underbelly, and landed directly in front of his face. The now crippled pack leader glared at Ceres with it remaining eye as he approached.

Grimlock growled. "You think you have won! You are mistaken… I'm just one of many Sub-leaders within our pack. My Pack Alpha will consume you, this kingdom, and your corrupted pack!" Grimlock roared in defiance.

Ceres held an apathetic expression as he extended his right blade, pushing his psionic energy through the blade.

"Then let them come. I will kill them all, just as I will kill you." Ceres monotonously replied.

Grimlock roared in fury. "WHO ARE YOU TO CHALLENGE THE PRIMAL PACK!?"

Ceres eyes glowed with power as his entire body started to crackle ferociously with psionic power.

" **I am Ceres, the Guardian of the Swarm."**

Ceres then stabbed his blade straight into Grimlock's remaining left eye. As Grimlock roared in pain, Ceres discharged his psionic power from within the pack leader, frying its insides. Soon the massive Primal exploded in blood, gore, and psionic energy.

Soon after the explosion, the remaining Primals, sensing and seeing that their pack leader had died, retreated back through the hole where they came from, with the Zerg following close behind. As the last Primal retreated back into the hole, Ceres then ordered all his remaining Zerg forces within Vale to retreat back into the Nydus Worms.

As the last units of Zerg entered the Nydus Worm, said worms retreated back through the ground and back to the hive cluster from where they came. Even though she was exhausted, Glynda used her semblance to fix all the holes in the ground.

As the last hole was fixed, the Atlesian Fleets arrived as they started deploying even more ground forces than before to scour all of Vale for any signs of the Primal Grimm or Ceres's forces.

As the group were in the center stage, getting treatment for their injuries from the medical personnel that arrived. Luckily no one was killed or grievously injured, just a few shallow cuts, bruises, and aura exhaustion.

As Ceres was standing besides his team (who were all sitting, exhausted), a single Bullhead with an Atlas logo, escorted by four VTOL's, landed in front of the group.

Soon the Bullhead's side door slid open to reveal Ironwood with four Atlesian Knights. The general has a stern expression on his face as he and his four guards approached Ceres. Soon the four droids surrounded Ceres and pointed their rifles directly at him, the general stood in front of him.

"Ceres Kerrigan. By the order of the Vale Council and the Atlas Military, you are now hereby under arrest and will be taken into custody for questioning." Ironwood stated as the two droids behind Ceres grabbed both of Ceres's arms each. All of Team RWBY was shocked of what was happening.

Ironwood's frown deepened. "I suggest you come peacefully."

* * *

Cinder watched as the general took Ceres away in his Bullhead and towards his ship.

When Vale was first attacked, Cinder was at first furious that Torchwick would enact his part of the plan before it was time. He deliberately threw away millions of lien worth of dust, weapons, and resources in this failed attack.

However, Cinder came up with another idea, something to salvage this situation. She needed a way to render the Atlas Military's forces useless or even better, turn their very toy soldiers that they use so much, against them. But in order to do that, she needed someone on Ironwood's flagship to take control when the time comes.

And Roman's arrest was the answer to that.

With this new plan, Cinder ordered her two loyal subjects to find Roman, explain his part of the new plan, and hand him over to the general himself.

It was perfect, that is until the second attack came.

From her spot on the roof, she, Emerald, Mercury, and Adam Taurus himself, watch with interest as an entire species of Grimm that was never seen before, attack Vale and the valiant group of defenders.

This group of Grimm were unlike anything Cinder has ever seen. They were more vicious, a lot tougher, and most importantly intelligent enough to communicate, something the Grimm had never done before.

After all, the largest one did speak.

As the battle raged on, at first it seemed as if these new Grimm could win and there would no need for Cinder to enact her plan.

Until they arrived.

It happened so suddenly, five massive worm like monstrosity burst forth from the ground as they spewed an army of creatures that were never seen before on Remnant. And the blaring fact was that none of these new creatures were Grimm or even resembled one.

These creatures were just as savage, and if not, even more so than the Grimm that they attacked.

However, during the battle Cinder noticed with a critical eye that this new army was organized. The dog like creatures would shield the larger creatures as said creatures would kill the larger Grimm. And what Cinder also noticed was that none of these new creatures were attacking the student's and professor of Beacon.

In fact, one of the snake like creatures saved the little red rose from an early demise.

When Ceres explained that he called those creatures to his aid, Cinder was shocked that someone like Ceres had such power up his sleeves.

Not only that, When Ceres killed the large pack leader, he unleashed a power that Cinder has never felt before. But whatever it was, Cinder can tell it was only a fraction of what Ceres can unleash.

At that moment, Cinder knew that Ceres was powerful, too powerful.

These facts worried Cinder. Not only does Ceres know of her plans for Vale and all the Kingdoms, but he also has, possibly, a powerful army at his beck and call and an unknown power that is more powerful than possibly the Maiden's power.

This changes everything.

As Cinder and her group were watching the rest of the students enter separate Bullheads, in their own teams, back to Beacon. Mercury spoke. "So. What do we do now?" He asked in a calm tone.

Cinder frowned. "We'll stick to our original plan for now and make changes accordingly." Cinder explained. However, Adam scoffed. "Seriously? Did you not see what just happened? That human or whatever he is, called an army that is far more savage than the Grimm. If I go along with you plan, then it is MY people that are going to suffer!" Adam exclaimed in rage as both Emerald and Mercury blocked his way towards Cinder.

Cinder faced Adam. "Don't worry Adam. I will think of something for him. He will be bowing in defeat before us." Cinder reassured.

" **No, he won't. Foolish human."**

Cinder's eyes widen as she heard a sinister voice in her head, the same with her group. She quickly turned around and was surprised at who she was looking at.

The being was no doubt an alien in nature. It stood at least 3 meters tall, has pale grey skin, an elongated head, no mouth, four fingers, and digitigrade legs. Its face was covered by a black, crown-like mask with a glowing red gem in the middle, it's armor was colored the same as it's mask. The most noticeable part about it's armor was that the pauldrons were floating above a ball of red unknown energy on each shoulder, and the red gems on it's legs and arm vembraces.

But what really caught Cinder's attention was the unknown power it was exuding, it was similar to Ceres's, but where Ceres's felt raw and feral, this alien's was more dark and sinister.

Cinder gave the being in front of her a stern glare as she ignited her palm. "Who are you to call me foolish?" Soon the rest of her group readied their weapons.

The alien gave a sinister chuckle.

" **It matters not who I am. But what matters is that I'm here to discuss about your… plans..."**

Cinder pondered her choices for a moment. After making a decision, she then extinguished her fire and gestured to the rest to stand down.

"I'm listening."

 **AN:**

 **And done! This was by far the longest chapter I have ever written.**

 **Now for questions.**

 **Who was that at the end? Some of you may already know, but to those who do not just PM me and I will tell you.**

 **Why were there no Ultralisk, Swarm Host, Ravager, etc? Because Ceres held them back because he knew his enemies were watching, he doesn't want to show all his cards.**

 **Why didn't the airship over Vale fire its weapons at the Primal Grimm? Because every military is afraid of collateral damage, the Atlas Military is no exception, plus Ceres and the group from Beacon was still there. Ironwood can't simply bombard an entire street block with out repercussions or permission, why do you think he sent in the Atlesian Knights to fight the Grimm in the first place.**

 **Why not send Nydus Worm to stop train? Ceres's base was miles away from Mountain Glen. And also it takes some time for the Nydus Worms to dig through the ground. And before you ask, Vale was closer.**

 **What does Grimlock mean by Sub-Pack leader? As explained, Grimlock is just a sub-leader in a bigger pack, lead by an Alpha leader. I won't tell who it is yet.**

 **Thank you to 'halo is bad ass' for the name Grimlock for the sub-pack leader**

 **If you have any questions, comments, review, or suggestions then you know where to put them.**

 **Good bye and see you in the next chapter.**


	14. Chapter 10: Negotiations

**AN:**

 **Hey everyone I'm back, sorry for delaying this story.**

 **Now some of you may know from my other story but the way I'm going to update my stories from now on is to alternate between both stories, two chapters each time.**

 **I find this fair in my opinion.**

 **Now without further ado here's the story.**

 **UPDATE**

 **If your wondering why I updated this again is because apparently the answers I gave to Plotholes was against the Fanfiction rules.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 10: Negotiations**

It had been five hours since the attempted attack on Vale by the infamous criminal Roman Torchwick and the Grimm. Luckily Ceres, the students/professors of Beacon, and the Atlas Military managed to successfully defend the kingdom from the initial Grimm invasion.

However, after the Grimm were routed from the kingdom and Torchwick arrested, a horde of unknown species of Grimm attacked, a species that only Ceres knew. The Primal Zerg.

The Grimm horde that attacked were unmistakably Primal Zerg to Ceres's eyes, but were slightly different as they evolved themselves, taking Grimm-like traits into their essence. Their pack leader, Grimlock, lead the charge into the kingdom, he and his pack decimated the Atlas force that were previously deployed and as well as pushing the already exhausted students and professors to their limits.

As all hope seemed lost, Ceres had no choice but to call in his own Zerg forces to defend the kingdom, seeing as it was the only way to defeat the Primal Pack. Once his forces arrived, he then leads the students and professors and slayed the pack leader, causing the remaining Primal Grimm to retreat from the kingdom.

However, when it was finally over General Ironwood himself came with an armed escort and immediately arrested Ceres.

Ceres knew very well as to why he was arrested. During the fight with the Primal Pack, Ceres ordered Glynda to try and halt the rest of the Atlas force from attacking both his Zerg and as well as the Primal Grimm. So during the fight, Glynda hastily told Ironwood how Ceres summoned an "army of unknown creatures" in order to halt his forces until after the battle was over.

The General reluctantly complied and afterwards saw fit to arrest Ceres.

Ceres doesn't blame Goodwitch for his arrest, he would've done the same in her position.

So not wanting to cause a commotion, Ceres complied with the General's demands and went with him to his airship.

Now he is confined in a maximum security cell near the bridge of the Airship.

The cell he was in had no bars, but instead a three-inch steel door with no source of light within the cell, making the interior pitch black. While a normal human wouldn't be able to see anything, Ceres is a psionic being as well as a Zerg, he could easily see the interior and as well as the exterior of his cell.

Once Ceres was locked up in his cell, Ironwood simply went to inform the Council of Vale about him and what to do with him.

So now Ceres had been waiting for approximately five hours for the General's eventual return and to tell him of his fate.

"I'm telling you kid, whatever you did to get the General and his toy soldiers this worked up, you're not going to see the light of day anytime soon." Torchwick said, Ceres simply ignored the criminal.

When Ceres was arrested, the General locked him in a cell right next to the infamous criminal, and for the past five hours Torchwick have been hounding him with questions and snarky/sarcastic comments about his predicament.

Ceres simply ignored the criminal, seeing no point to converse with the man.

"I mean, whatever you did manage to get everyone here to forget what I did just a few hours ago. And I almost leveled the whole city! I'm curious, just what did you do?" Torchwick asked in a curious tone.

For the first time in five hours, Ceres responded. "Nothing that concerns you."

Torchwick gave a fake gasp. "And I thought we were friends? Since, you know, I'm going to be here for a while, and you are going to be here for a long while. We might as well get to know one another, tell stories, and annoy the General together! Come on, what do you say?" Torchwick asked in a overly friendly tone.

"No."

"Fine then, when I get out of here I'm not taking you with me. You can rot in here for all I care." Torchwick said with an annoyed grunt. After a brief moment of silence, the sound of multiple footsteps can be heard, the footsteps grew louder until it stopped right in front of Ceres's cell.

The General has returned.

The door to his cell soon slid open to reveal Ironwood with an armed escort, two actual soldiers and four Atlesian Knights.

No words were exchanged at first, the General simply gave Ceres a stern glare as the Atlesian Knights surrounded the cell entrance as they trained their rifles on him. Ceres in return stared back with a stoic expression, not once intimidated by the General and his retinue.

Finally, after a brief moment of silence, Ironwood spoke. "By the order of the Councilmen of Vale, you will be brought before them for questioning. If you resist, I have full authority to use lethal force against you. Am I clear." Ironwood stated in a threating tone.

At first Ceres didn't reply, but instead stood from his seat and stared directly at the General. "Then lead me to them. General." Ceres calmly replied.

The General nodded towards to the soldier to his left, the soldier immediately brought out a pair of high tech cuffs and cuffed Ceres's wrists. Ceres raised a curious eyebrow, the cuffs radiated a strange energy signature that covered his entire body in an invisible field, he then directed his stare towards the General.

"Those cuffs will suppress and nullify your aura. You won't be able to activate your semblance and most importantly, you are not protected by your aura, making you vulnerable. Now come with us peacefully." Ironwood ordered as he soon turned to lead the way.

"Ah General! May I get that phone call now?" Torchwick asked in a friendly tone. Ironwood frowned. "I will deal with you later, Roman." The general said in a strict tone before walking towards the exit.

Ceres soon followed the General as his escorts surrounded him, making sure he didn't try to escape. As they walked to wherever the General is leading him, Ceres took this moment to observe the corridors and the interior of the ship. Suffice to say the interior of the Atlesain Airships reminded him vaguely of a Battlecruiser, except not as white or flimsy looking.

After ten minutes of walking through the corridors of the ship, the group soon stopped in front of a large metal door. Soon the metal door automatically slid open to reveal to what seemed to be a large observatory deck.

As the group approached the deck, two Atlsian Knights stood guard beside the doors they just came through while the two soldiers stood guard besides Ceres in the middle of the deck. Ironwood, with two remaining Knights, stood just to the side facing Ceres.

Soon a large holo-screen appeared beside the General, showing three distinct silhouettes sitting at a round table. While two of these silhouettes were distinctly male in figure, the one on Ceres's right is a distinct figure of a female.

Ceres observed each of the three figures on screen. _'So these are the Councilmen of Vale… I expected more.'_ Ceres thought to himself as he kept a stoic expression. After a brief moment of silence, the center Councilmen spoke, judging from the movements of his head.

" **Ceres Kerrigan. You are brought before the council to stand trial about who you are and your intentions for Vale. We of the council will determine your fate depending on your answers. Are you ready for this trial?"** The Councilmen asked after explaining the bases of the trial, Ceres didn't reply, his expression betrayed no emotion.

The middle figure nodded. **"Then we shall begin."** The middle figure stated, however, before they could continue another holo-screen appeared right beside the Councilmen.

The screen showed none other than Ozpin himself.

" **Ozpin! What is the meaning of this!? This trial does not concern you!"** The left male figure exclaimed, outraged by the Headmasters intrusion. Ozpin kept a serious expression. **"With all due respect Councilmen, you have apprehended one of my students and put him on trial. This does concern me in every way."** Ozpin said in a serious tone, his expression stern. The same figure that was outraged seemed even more furious as he stood, however, the woman on the right raised a single hand towards the furious figure.

" **Let him observe this trial. It's ultimately the three of us that decides the fate of this boy."** The woman said in a calm tone. Soon the left figure grunted in annoyance but ultimately sat back down.

Ozpin nodded his head. **"Thank you Councilmen. Now I believe you have some questions for my student?"**

" **Yes, let us start the trial, we will now ask you a series of questions. Fail to answer these questions we will have no choice but to see you as a threat to Vale and its people and have you detained. Do you understand?"** The middle figure asked, Ceres remained silent with the same stoic expression. **"Ceres Kerrigan. You are accused of summoning an army of unknown creatures into the Kingdom. Is this true?"** Ceres stayed silent, refusing to meet any of their gaze. **"I see…"** The middle figure nodded.

The left figure then spoke. **"Ceres Kerrigan. Who are you exactly? How many of those creatures are there? Can you control them?"** The figure demanded in a stern tone. However, Ceres continued to stay silent much to the ire of the Councilmen and General Ironwood.

The figure grunted in annoyance. **"Very well…"**

Now it was the last figure's turn. **"Now for the most important question. What are your intentions for Vale and its people?"** The woman-like figure asked, her tone serious but laced with concern.

Ceres remained silent.

 ***sigh* "How unfortunate…"** The figure somberly saidas the middle figure nodded in agreement **"Unfortunate indeed. Ceres Kerrigan, due to your blatant refusal to answer any of our questions thus far, you are hereby sentence to-"**

"Do you know what I find most interesting about humanity?" Ceres finally spoke, cutting off the Councilman, gaining their attention as well as the General's and Headmaster's.

Ceres continued. "What I find most interesting about humanity is their curiosity of the unknown. Humans, by nature, are very curious about anything unknown to them, but they are also equally as fearful of it. So they seek to learn about the unknown, to study it, to familiarize themselves with it, and in the end to control it." Ceres explained in a calm tone.

" **How does this have to do with anything about this trial?"** The left figure spoke, annoyed and impatient.

Ceres smiled. "Everything… take me for example. To you I am an unknown person that somehow summoned an army of unknown creatures, you Councilmen fear me but are also curious about me and the creatures that I summoned. That is why you had this trial, to learn more about me and the unknown creatures, to see if you can control them through me." Ceres explained, by the silence from the Councilmen, Ceres was right.

The right figure spoke. **"On what grounds can you prove this accusation against us?"**

Ceres chuckled. "I don't need proof to know your true intentions, I dealt with your kind before. You saw what those creatures can do and how I can summon them on whim. So by controlling me you hope to control them for your own purposes." Ceres then raised his hands showing the cuffs on his wrists. "THIS, is your form of control over me, by shackling and imprisoning me you hope that I will comply to your every demands for the hope of freedom." Ceres said, his audience remained silent.

Ceres gave a small chuckle, hands still raised. "But you know what's another interesting thing about humanity?" Ceres asked, sensing Ironwoods and the soldiers unease.

"Through control, humans feel safe, feel powerful, feel that they have the right to take anything they want." Ceres clenched his hands into fists.

"But… once that control is broken… **they feel threatened."**

Without warning, Ceres snapped the aura suppressant cuffs in half like it was nothing. The Councilmen and Ironwood jumped in both shock and surprise.

" **GENERAL! ARREST THIS BOY!"** The left figure yelled as the soldiers standing beside Ceres went to grab him.

However, Ceres quickly grabbed both of the soldier's heads and slammed them face first into the ground, rendering them unconscious. Once subduing the soldiers, Ceres immediately spun and threw two Hydralisk spines behind him, pinning the Atlsian Knights guarding the door to the walls behind them. Using the momentum of the spin, he threw three spines towards Ironwood and his Knights, two spines scoring headshots on both of the Knights, while the third pinned Ironwood's pistol to the wall.

Regardless of his weapon, Ironwood charged straight towards Ceres with the intention to fight and subdue him. Ceres merely stood where he was as the General quickly approached, just as Ironwood was upon him Ceres's eyes glowed.

"AAAARRRRUGH!" The General suddenly screamed as he collapsed onto the floor behind Ceres, gritting his teeth and clutching his head in pain. Ceres simply used his psionics to pressure the General's mind to unbearable levels, it won't kill him but it will incapacitate him until Ceres decides to release him.

Eyes still glowing, Ceres looked back towards the screen, even though he couldn't see the Councilmen's faces he can still tell they were shocked of what just transpired before them. Ozpin on the other hand kept his stoic expression throughout the entire ordeal, however, Ceres can easily tell that he has more questions for him than before.

After a brief moment of silence, Ceres finally released the General from his mind crushing torture as he turned towards the screen. The General is sweating profusely as he shakily propped himself up onto his knees, mentally exhausted and gasping for air. Soon the General stood back up onto his own two feet, albeit shakily. But when he tried once more to approach Ceres, Ceres looked over his left shoulder and gave the General a warning glare, eyes glowing once more. The General winced and reluctantly stayed.

Satisfied by the General's obedience, Ceres looked back towards the Councilmen and Ozpin as his eyes stopped glowing.

"Like I was saying… once you humans lose control, you feel threatened and thus will eliminate whatever you can't control. However, some things cannot be eliminated so easily." Ceres explained in a serious tone.

After a brief moment of silence, the middle figure asked in a hesitant tone. **"W-Who are you?"**

Ceres chuckled. "I am neither Human, Faunus, nor Grimm. You can say I'm not even from this world." Ceres explained in an even tone. One of the Councilmen stood up in shock. **"Y-You mean… b-but that's impossible! Your lying!"** Accused the left figure in obvious surprise and shock. Ceres simply pulled up his left sleeve to reveal the carapace on his forearm.

All three Councilmen visibly recoiled back in shock, Ceres smiled at this as he made a show of extending out his left blade, pushing his psionic energy through the blade, before retracting it back into his arm. Once finished, Ceres rolled down his sleeve, covering his left forearm.

Once the Councilmen regained their composure, the middle figure spoke. **"W-What exactly are you?"** The man stuttered, still shocked by Ceres's reveal. Ceres chuckled. "What am I you ask? I belong to an alien race with an intergalactic empire that rules over hundreds of planets, each individual within my race is bred for the sole purpose to assimilate essence, to adapt to any situation, and to evolve to greater heights. We are numberless and we know not the definition of fear or mercy, and all those who stand in our way are consumed by our never ending tide of teeth and claws." Ceres's eyes glowed with power. **"And you seek to control us."** Ceres said in a threatening tone.

The both the Councilmen and Ozpin seemed shocked by his telepathic message, he can sense the Councilmen's fear. The right figure was the first to regain her composure and asked. **"Then… what is this alien race of yours called?"**

Ceres chuckled. "We… are the Zerg Swarm. And I am their guardian, their protector, their ruler. And what you saw mere hours ago is just but a taste of what we can do. My forces are vast in number; we have the capability to consume this entire world if I so wish. The Creatures of Grimm pale against our savagery and numbers, given time my forces can easily wipe them all out." Ceres explained in a powerful tone. He can sense the shock emanating from the Councilmen as this new information sunk in.

Finally, after a brief moment of silence the right figure spoke once again. **"Then why don't you?"**

"Waste of time and much needed resources. And the simple fact that I don't feel like wiping out an entire species that are just mere annoyances to me." Ceres answered with an uncaring wave.

" **Then… why are you here? What's your purpose?"** The left figure asked. Ceres answered. "I came to this planet by complete accident after my enemies sought to destroy me. Once I realized I was on an unknown planet and possibly light years away from my home, I decided to gather information about this world. However, the Grimm attacked me, I dealt with them easily but once I realized I was alone and surrounded by numerous unknown dangers, I created a brood and spawned my army."

Besides the Councilmen, Ozpin and the General behind him were now both skeptical and surprised by his claim, something that they never knew.

Ceres continued. "Once I established my brood, I scouted the entire Western Continent to see the layout of the land. However, one of my scouts found a village, I'm sure the General is familiar with this village. After all, he did send three squads of Specialist to 'apprehend' me." Ceres explained as he looked over to Ironwood, the General frowned but nodded his head in confirmation.

Ceres brought his attention back towards the screen. "Once I found this village, through my scout, I gathered information about this world and its inhabitants. Once I learned about the four kingdoms, I tried to hide the existence of my army and myself for as long as I can, I didn't want to start an unnecessary war. However, that all changed when the Grimm attacked the village I was overseeing, killing all the defenders. Once I cleared the village and the surrounding forest of every Grimm, a month after, the village's supply master, Vos Benedict, returned to the village with an armed escort in order to pillage what was left. So I killed him." Ceres explained in a stoic tone.

" **You murdered an Atlas citizen, and one from a noble family?"** The left figure questioned in an accusing tone. Ceres gave an uncaring wave. "I don't care what he was. He came into my territory with the intention of taking what was mine. And if I'm not mistaken, he bribed and stole those Knights from the Atlas Military. Isn't that right, General?" Ceres asked, Ironwood remained silent.

Ceres continued. "After killing Vos, the General sent a squad of Specialist to apprehend him. I saw this as a perfect opportunity to test the kingdoms most 'elite warriors' in combat. I wasn't disappointed, in fact I wanted to do more tests, so I spared the Specialists and left a warning for the General in order to see how he will react as a commander. He took the bait and sent two more squads of Specialists, the last one accompanied by a large contingent force from the Atlas Military. I tested my own forces against each of these forces and spared the Specialists." Ceres explained.

The General growled. "You deliberately attacked and hospitalized my Specialists and destroyed millions of Lien worth of Atlas Military weapons, equipment, and vehicles. ALL FOR YOUR RESEARCH!" Ironwood exclaimed in a furious tone.

Ceres looked back towards the General. "Yes Ironwood, I did. But you forget that despite my warning, you recklessly sent those Specialists against me with no prior information about who or what they were going to face. Your pride as a General of this world's most powerful military made you underestimate your enemies, believing that nothing in this world can match the military power of Atlas. That is your first failure as a commander." Ceres said in a stern tone.

The General gritted his teeth in anger. "I don't nee-"

" **Enough General! Let him continue."** Ordered the right figure. Ironwood gave a frustrated groan but held his tongue. Ceres turned back to the Councilmen. "Thank you. Now where was I? Ah yes… after subduing the last Atlas force, the General and the headmaster here came with an entire single airship and a large escort of Atlesian Jets. However, instead of attacking the village, Ozpin came and offered to enroll me into his academy. Seeing this as a perfect opportunity to gather more information, I accepted, however, Ozpin saw straight through my alibi, but after explaining my predicament he assisted me by creating a false identity and enrolled me into the school. From then on the rest is history."

The Councilmen immediately directed their attention towards the Headmaster. The left figure spoke. **"OZPIN! What are you thinking!? You kept this alien a secret from us the whole time!"** The figure yelled in a furious tone, but before Ozpin could defend himself, Ceres cut in. "Don't blame the headmaster for something that he cannot control. I vaguely told him about who I was, lied about my true abilities, and kept my army a secret from him. And besides… his academy and students are not under the Council's jurisdictions, which means he doesn't directly take orders from you. Am I not correct?" Ceres said as the figure grunted in annoyance.

" **That is true, but this matter concerns the safety of the entire Kingdom! How do we know that you won't just decide to try and invade us one day!?"** The same figure asked. Ceres kept his stoic expression. "As long as you or your allies don't deliberately attack me or my forces unprovoked, then you have nothing to fear from me. But if you or any of your allies decide too, well… let me remind you Councilmen and the General of your current situation." Ceres said in an emotionless tone as he approached the screen.

"Your Kingdom is one of the last four bastions of humanity and the Faunus, a wall that protects your people living within. Surrounding your walls on all sides are the Creatures of Grimm, an army of darkness that knows no mercy or remorse and are constantly clawing at your walls in order to find a way in. Then there is the danger lurking within your walls, an unknown enemy that is plotting the downfall of your Kingdom this very minute." Ceres explained in a calm tone, the Councilmen were looking to one another in worry, realizing their predicament.

Ceres continued. "You and your kingdom are in no position of making another enemy. For if you attack my brood… **we will shatter your walls and crush all those who stand in our way."** Ceres stated in a powerful tone.

" **Are you threatening us?"** The middle figure asked in a serious tone. Ceres gave him a cold glare. "No. I'm giving you all choice. Either make peace with me and my Swarm, or condemn your entire kingdom to death." Ceres said, he wasn't making a threat, but a promise.

The middle figure turned his head to the other Councilmen before looking back directly at Ceres, seemly making a decision. **"In light of the situation, we the Council have decided to accept your offer of peace. What are your terms?"** The Councilman asked.

Ceres replied. "My first condition is that you are to keep the existence of my race and my true identity from the public and the other Kingdoms. We don't want to cause a mass panic." If word gets out to the other Kingdoms of his existence, there will be many who would first find it skeptical but there will be those who would become too curious for their own good and will try to find answers. The last thing Ceres wants is a curious group of Huntsmen or Huntresses trying to find his brood.

"My second condition is no spies or any form of servalence on me, my race, or those who I familiarize myself with. I will know, and I will find and kill whoever gave the order." Ceres isn't naïve. He knows that whether or not this condition is followed, someone will try to observe him and will try to study his brood. He just wanted to challenge the one who would dare try, to bring them out into the open.

"And finally, my last condition is that I will be allowed to continue my education at Beacon Academy." There are things Ceres still needs to do in Beacon Academy, many of those things revolves around gathering more information about the other three Kingdoms, and if so, visit each Kingdom personally. Also he has grown somewhat attached to his team, finding both amusement and companionship in their everyday antics.

The Councilmen all nodded their heads. **"Those terms can be arranged. But may we ask for a more detailed information about your race later on. It's so that we know who exactly we're allying ourselves with."** The middle figure asked. Ceres can see the hidden meaning behind those words, they want information about his brood in order to see if they can either defend themselves or find a way to annihilate his brood.

"I'll think about it for now. If I do, I'll send it to you through Ozpin. But for now I wish to return to my team, I have a lot of explaining to do." Ceres said as he turned to leave.

But before he left, Ozpin spoke. **"Ceres, you never really told us what is your goal here on our planet."** Ozpin asked in a calm tone.

Ceres stopped at the door as he looked back towards the three Councilmen, Ozpin, and Ironwood. "Isn't obvious, to find my way back home." Ceres answered, Ozpin nodded. **"Then that will be all. James, if you can be so kind as to return my student to the academy. He will be fairly busy for the next few days."** Ozpin asked as the General gave him a frown before turning his attention to Ceres.

Ceres didn't need to read the General's mind to know what he was thinking. He doesn't trust him, simple as that.

The General sighed as he pulled out his scroll. "Captain. I need a Bullhead prepped and ready to return a student back to the academy. Get it done immediately." The General ordered as he hung up. With a satisfied nod, the screens showing the Councilmen and Ozpin soon blinked out, signaling the end of negotiations.

Ironwood approached Ceres with a stern expression. "There is a Bullhead waiting for you at the launch bays..." The General explained, however, Ceres didn't move, he knew the General has more to say.

After a brief moment of silence, Ironwood continued. "I will be clear with you; I find you dangerous. Ozpin may trust you and you may have negotiated peace with the Council of Vale, but don't think for a moment that you won any favors with me. The moment you try anything, anything at all… I will see that you and your race will be removed, permanently." Ironwood warned in a stern tone.

Ceres's expression didn't betray any emotion. He was far from intimidated by the General's threat, in fact he found the General's bravery and bravado amusing.

' _How long has it been since I was last threatened like this face to face…'_ Ceres pondered in amusement. After a brief moment Ceres smiled. "Then pray that day will never come. For if it does, I'll look forward to test my forces against yours." Ceres said much to the General's annoyance. With a smirk, Ceres turned from the General and left out the door.

* * *

 **Location: Beacon Academy, Dormitories**

 **1 hour later…**

Ceres is now walking towards his dorm room, his team no doubt waiting for him. Ceres also couldn't help the strange sense of déjà vu as he walked through the halls. Most likely from the last time he came back from something that needed his attention.

Soon he arrived at his destination, standing in front of his team's room. However, before he could enter, he sensed eight familiar signatures within the room. Four were no doubt the girls of Team RWBY, the other four made him quirk a curious eyebrow.

' _So Team JNPR is here also. Makes sense.'_ Ceres deduced as he listened to what they were currently saying.

"-and that's what I think his mission is!"

"Nora, I don't think Ceres is an alien from another universe that eats the brains of his victims through a bendy straw."

"And that he's here for the sole purpose to steal everyone's socks and toothpaste in order to feed his army of man eating cannibals. Seriously, how does that even make any sense?"

"Weissy, Weissy, Weissy. When it comes to aliens, nothing makes sense and anything is possible!"

"I just hope he's ok…"

"Don't worry Rubes, I'm sure Ceres is fine. He's tougher than he looks"

Ceres then chose this time to open the door. "I'm back everyone." Ceres calmly stated as he entered the room.

" **CERES!?"** Everyone exclaimed in surprise. Ceres simply smiled. "Yes I'm back. I will explain every-" Ceres went to say, but he was abruptly cut off when a pink blur crashed into him, forcing him to take two steps back, still standing.

It was Nora, legs locked around his waist, hands grabbing the collar of his coat as she glared deep into his eyes.

"CERES! ARE YOU AN ALIEN!? WHAT IS YOUR MISSION!? ARE YOU HERE TO EAT OUR BRAINS AND PROBE US FOR INFORMATION!?" Nora yelled directly into Ceres's surprised face as she shook him violently. After Nora stopped shaking him, Ceres noticed the crudely made tinfoil helmet she was wearing on her head. He then looked over to the others in the room, they all wore varying looks of concern and hesitation as they met his eyes.

But what caught Ceres's attention the most was Ren. The stoic teen is also wearing a tinfoil helmet, probably forced onto him by his over reactive partner.

Poor boy.

"WEEEEELLLLLL! Aren't you going to answer, BUSTER!" Nora demanded as Ceres looked back towards the girl latching onto his torso. Ceres tried to pry the teen of his chest, however, Nora didn't budge an inch.

After a couple failed attempts, Ceres stopped and gave Nora a deadpanned stare. "Nora, could you please get off?"

"Will you explain everything?"

"…Yes."

"Ok!" Nora happily said as she detached herself off of Ceres and went to sit beside Ren.

Now with Nora out of the way, everyone is now giving Ceres their undivided attention, many questions lingering within their minds.

Ceres went to the nearby study table and pulled out the empty seat and sat on it. He then turned his seat towards both teams, who were waiting patiently for his explanation.

After a brief moment of silence, Ceres spoke. "What I'm about to tell you never leaves this room. Do I make myself clear?" Ceres said in a serious tone, everyone nodded their heads.

"Then let me start from the beginning…"

* * *

 **Location: Unknown**

In the vast void of space lay a single uncharted planet, lush with both unknown fauna and flora. However, orbiting the planet is a Tal'darim fleet consisting of five Destroyers (Tal'darim Void Rays), seven Carriers, six War Prisms (Tal'darim Warp Prisms), and one Mothership.

Within the single Mothership's deck stood the fleet's leader, an Ascendant that goes by the name of Naza'fel.

He and with another Acsendant, Karanax, split their forces from the Tal'darim Death Fleet when the traitor Alarak turned his back on Amon and even dared to oppose their righteous God. But now with the death of their God at the hands of the wretched Queen of Blades, both Naza'fel and Karanax sought vengeance against the Zerg.

However, their forces were small in number, and the Swarm more powerful with the abomination now leading them.

So they devised a plan, a plan to annihilate the Swarm.

Naza'fel observed the planet before him, contemplating about the past.

He was soon brought out of his thoughts when a Blood Hunter approached him from behind. Soon the Blood Hunter stopped just a few feet behind the Ascendant and bowed to one knee.

" **Milord, I bring news…"** The Hunter said, Naza'fel turned his head to the side. **"What is it then. Speak."** Naza'fel commanded, the Blood Hunter complied. **"We have found what we have been searching for. Our Phase Smith slaves are currently working to get it operational."** The Hunter explained.

Naza'fel nodded. **"Good. Once it's complete, we'll start the next phase of our revenge. Make sure our forces are prepared for when the time comes."** Naza'fel stated as the Blood Hunter stood. **"As you wish Milord."** The Blood Hunter said, but Naza'fel sensed hesitation from the Hunter.

Naza'fel fully turned towards the still standing Hunter, the eyes under his helm squinted into a stern frown. **"I sense your hesitation. Speak now or leave at once. Do not waste my time."** Naza'fel commanded in a threatening tone.

The Hunter met the Ascendant's gaze. **"The human woman and her puppets… was it wise to show yourself to them?"** The Blood Hunter questioned in a concerned tone. Naza'fel's psionics flared as he boiled with anger. **"You DARE question my wisdom!"** Naza'fel shouted in rage.

The Hunter immediately shook his head. **"No I do not! I just fear that showing ourselves to the humans will alert the Zerg abomination to our presence."** The Hunter quickly explained. Naza'fel soon calmed himself and reigned his psionics. **"I see… do not worry for I made sure to cover our tracks. The foolish human and her puppets won't be able to recall our encounter. All they will remember is that someone else will take care of the abomination and his Zerg."** Naza'fel explained.

Naza'fel has been observing the human woman for a while, he knew of her plans and saw how it can be used for his own revenge. So when the time was right, he met with the human and explained to her what the abomination really was and how she had no hope of facing him, no matter how many puppets she had on her side.

Once he was finished talking with the human, he simply wiped her and her puppet's minds of the encounter, but kept the information about the abomination and how something will take care of him and his Zerg.

The Blood Hunter nodded his head in understanding. **"I understand now. And by your leave, I will go and oversee the preparations."** The Hunter said as he soon left.

Naza'fel, alone once again, turned towards the lush planet. **"Soon… I will achieve my revenge against you and your Swarm, Cerebrate. Soon…"**

 **AN:**

 **And that's another chapter done, sorry if this was shorter than normal, I have University to worry about.**

 **I'm also sorry for those who didn't find this chapter all that amusing, I will admit that I found this chapter to be one of my weakest, I promise the next chapter will be more interesting.**

 **Now to answer some questions.**

 **Why was Ceres on trial? Because the Council saw how Ceres summoned an army of Zerg straight into the kingdom. They will become concerned and fearful of anything that can break through the kingdom's defenses so easily.**

 **What were the Tal'darim doing? I can't tell you and no spoilers, you just have to wait.**

 **Other than that, thank you for reading and I will see you in the next chapter.**


	15. Chapter 11: The Vytal Festival

AN:

 **Hello everyone I'm back.**

 **First of all, I deeply apologize for the LONG ASS delay of chapters for both my stories. For those of you that may not know, the reason behind the long delay was because of University assignments and exams that was taking up almost all of my time.**

 **However, like I said before, I WILL NOT abandon my fics unless for a very good reason.**

 **Now without further ado, here is the chapter that many of you have been patiently been waiting for.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 11: The Vytal Festival**

 **Location: Amity Colosseum, Vale**

It has been a month since the Grimm invasion on Vale, and a month since Ceres revealed his true identity to both the Council of Vale and to both Teams RWBY and JNPR.

After "negotiating" with the representatives of the Vale Council, he then returned to Beacon only to find both Teams RWBY and JNPR waiting for his return.

They then asked who he really was and what were the, as Yang quote, "the army of scary, flesh eating bug monsters from outer space."

Ceres could've simply mind wiped them to avoid explaining his background with the Zerg, however, in the end he simply chose to tell them the truth.

He explained how he and his swarm were from a different galaxy, explained the purpose of the Zerg Swarm, and finally explained how he ended up on Remnant.

He also explained some extent of his psionic abilities and how he searched through their memories when he first met them. This of course got a bad reaction out of Yang, Blake, and Weiss. However, after a few hours of explaining why he did so, both teams more or less accepted him for who he was, albeit some convincing was needed to persuade both Blake and Weiss to accept him.

Ceres doesn't blame Blake and Weiss for their initial mistrust towards him, he expected it of them to do so with what happened to them in their past.

Later on, Teams RWBY, JNPR, CFVY, and both Sun and Neptune were sworn to secrecy by both Ceres and Ozpin to never reveal about Ceres's connection to the Zerg or of his true nature.

Time seemed to fly for Ceres after that day as many things happened during the month before the festival.

After the Grimm attack, the citizens of Vale were terrified of not only a new species of powerful and intelligent Grimm, but also the fact that many within the city saw his Zergs fighting the Grimm.

As per part of their agreement, both Ironwood and the Council of Vale managed to hide the true identity of the Zerg. Instead they explained to the populous that his Zerg might be a large group of unknown creatures that seems to only prey on the Grimm, leaving both humans and faunus relatively alone unless provoked. Of course there were still paranoia about these new "creatures", but overall the populous settled down after Ironwood assured their absolute safety with his fleet.

Ceres made sure his Zerg forces situated just a few miles from Vale stayed clear from all public routes towards the kingdom. He also reinforced the hive cluster, giving him over 300,000 Zerg units at his beck and call if either the Council or General feel the need to remove him or the kingdom is attacked again.

Another notable event was the arrival of the famed Amity Colosseum, a giant floating colosseum that symbolizes the unity of all four kingdoms and the pinnacle of Atlas technology. Even though the colosseum didn't even hold a candle to what the Protoss or Terrans had built in the past, Ceres still found it creative to say the least.

The colosseum arrived just a week before the official start of the Vytal Festival, escorted by the Atlas Military.

The arena within the colosseum is divided up into eight sections surrounding a large platform in the middle. Before each match, each of the eight sections will randomly choose from a variety of different terrains for the combatants to fight in, leaving only the middle area as neutral ground.

Such as the case with his team's fight as half of the arena is an icy tundra while the other half is a volcanic wasteland.

Ceres is now sitting in the student reserved seats within the colosseum, watching the ensuing battle between Team RWBY and their opponents Team ABRN.

So far his team was doing well as he watches how the individual, Reese, was baited into attacking Blake's shadow clone and was knocked out of the arena by the real Blake.

" **Ooooh! A double whammy! Reese Chloris is eliminated by ring-out AND aura level!"**

" **Ooh! She really should've worn a helmet."**

Both Professor Oobleck and Professor Port were acting as announcers and commentators for the Vytal tournament. So far they are quite the popular duo due to their unique personalities and witty comments.

Ceres watched as Weiss encased both male members of ABRN in a large ball of ice. Soon said males were screaming as the ball started to roll away.

However, the leader of Team ABRN saw her teammates dilemma and rushed in front of the large ball of ice. She then took a combat stance and held it as the ball of ice drew near. Then as the ball of ice was just in front of her, she thrust her right palm towards the ball and completely demolish the ball of ice, freeing her teammates.

However, as the remainder of Team ABRN were regaining their bearing, Team RWBY capitalize their advantage and combo-ed the remaining three members of ABRN into a triple knockout, courtesy of Yang.

" **And that's the match! Team RWBY is victorious!"** Announced Professor Port as everyone in the audience cheered and applauded the team's victory. Ceres simply adopted a small smile and gave a steady golf clap for his team's first victory in the tournament.

As Ruby is jumping around in joy for her team's victory, Ceres stopped clapping as he rose from his seat and made his way towards the exit to meet and congratulate his team.

He could hear his leader celebrating her first victory as he made his way towards the exit.

"WE DID IIIIIIIIIIIIIIIIIIIII-"

* * *

"-IIIIIIIs anyone else starving?" Ruby asked in a glum tone as she slumped over in hunger. After meeting up with the girls, the entire team decided to go enjoy themselves at the fair grounds to celebrate their first victory.

"I may have worked up an appetite."

 **GGGRRRRRRROOOOOAR!**

Ruby, Weiss, and Yang gave Blake a surprised look as said girl was holding her growling stomach, face blushing in embarrassment.

Ceres gave a small chuckle, earning him a stink eye from the faunus. "Well… that answer your question Ruby. Now does anyone know where we can find a suitable place to eat?" Ceres asked.

Weiss rolled her eyes "Gee Ceres, if only there were somewhere on campus to get food around here. Oh, wait." Weiss answered as she gestured to the fairgrounds around them, Ceres simply raised an eyebrow at her sarcastic behavior.

"It's okay, Weiss. I forget about the fairgrounds too." Ruby said as she placed her hand on Weiss's shoulder, completely missing her sarcastic behavior.

"I was being facetious." Weiss said in an annoyed tone as she slapped Ruby's hand off her shoulder. Ruby was aghast "Wh- Well, if you were hungry, why didn't you just say so!?"

"Ruby I believe that you're missing the point in her choice of behavior." Ceres stated, but before Ruby could retort, Yang interrupted her. "Any way! Enough dilly dallying! C'mon, I know just the place to eat." Yang said as she started walking ahead.

As Ceres went to follow Yang until he heard a ringtone behind him. As he turned to find the source of the ringtone he saw Weiss pull out her scroll with a curious expression, however, after taking one look at her scroll her expression turned into a scowl as she turned off her scroll and shoved it back into her pocket.

Ceres then turned back to follow Yang, knowing exactly who tried to call Weiss. It was none of his business to stick into Weiss's affairs, especially when it comes to her father.

As his team continued to walk, someone behind them got their attention.

"Hey! Might be hard to eat without this!" Someone stated in a friendly tone. Ceres turned to see who it was as he soon saw Emerald standing in front of Ruby holding out her wallet.

"Huh? Wha-? Huh? No, no, no, no." Ruby panicked as she frantically searched her pockets for said item in Emerald's hands.

Emerald laughed "Ha ha ha! Good to see you Ruby." Emerald greeted in a friendly tone, she then handed Ruby back her wallet.

"Oh, thanks Emerald! I guess I dropped it. Girl pockets are the worst!" Ruby said as the rest of her team approached.

"What's up, Em?" Yang asked with a friendly smile.

"Just left the stadium after your amazing fight. You guys were awesome!" Emerald replied, complementing the team. However, Ceres can tell Emerald was lying through her teeth, in fact, her friendly interaction with his team was all just an act. She was tasked by Cinder to try to become friends with his team for over a month now, and so far his teammates see her as a good friend.

However, Ceres isn't fooled.

Ruby then started blushing at the compliment "Oh stop it, shut your stupid little face, you little…" Ruby continued to mumble, still flustered at the compliment.

"I heard your team progressed to the next round too." Blake said as the flustered Ruby continued to mumble to herself.

"You know; I feel like we never see your other teammates." Weiss pointed out.

"How did they do in the fight?" Yang asked as Emerald pondered for a moment before answering "Really well."

"That's great! Uh, why don't we all go out and get some victory food together?" Ruby asked, however, Emerald's friendly expression turned into shock.

"Oh! Gosh, that's so nice of you but, my teammates are all kind of… introverted." Emerald replied as she looked over her shoulder towards her partner Mercury, who is currently smelling boots at a nearby stand.

"Really socially awkward…" Emerald whispered out loud with a cringe.

"Oooh, yeah, I could see that." Yang said in agreement.

"So yeah. Looks like Merc and I will be moving on to the Doubles round. What about you guys?" Emerald asked in a curious tone. Ceres frowned at this, he knew her true intentions, to gather information about who will potentially be in the tournament for Cinder's plan.

Their plan is to incite as much negative emotions within the citizens of Vale to draw in the Grimm hordes. What they need for this plan to work is a catalyst, someone to take the fall.

Ceres has been subtly reading their minds for the past month, keeping tabs on them. However, he noticed something that greatly concerns him.

Their minds have been tempered psionically.

He can tell that someone or something with psionic abilities has tempered with their minds, all three of them. However, whoever this being is wanted to see Ceres dead, for within Emerald's, Mercury's, and Cinder's minds, that same being assured them that they will "take care" of Ceres and his Zerg. The being then carefully wiped their minds of the encounter, making the being's identity completely unknown to Ceres. Whoever this being was, he or she must be a skilled master with their psionic abilities, for this level of temperament is on par with the some of the most skilled of High Templar.

Ceres didn't know who this psionic user was exactly, but he deduced that they might be the same rogue Tal'darim faction that tried to kill him. However, he couldn't sense them anywhere near the world of Remnant, plus they could be hiding anywhere in this vast universe, biding their time to strike.

Fortunately, even though Cinder, Mercury, and Emerald knew about his true identity and his connection to the Zerg, what the being didn't tell them was the true extent of his abilities. Something the being either failed to mention or purposely left out.

"Well as the leader of this team, I thought long and hard about this decision." Ruby said with pride and with a proud expression.

"We put it to a vote." Weiss corrected as Ruby's proud expression turned into one of panic. "Uhh, yes but I decided that we should put it to a vote." Ruby hastily explained trying to salvage whatever proud image she had.

"We voted for Weiss and Ceres." Blake said as she gestured towards both Ceres and Weiss.

As if noticing Ceres for the first time, Emerald smile faltered for a fraction of a second as her left eye gave a small twitch, no doubt from a phantom pain from their last match.

"I will happily represent Team RWBY." Weiss stated in a prideful tone as she gave a regal bow. Ceres on the other hand gave Emerald a knowing smile as he held his hands behind his back.

"Yeah, but Ceres has to fight an entire team first before he could advance to the Doubles round since he's technically our fifth member. But that shouldn't be too hard, right Ceres?" Yang explained as she placed a hand on Ceres's shoulder for moral support.

Two weeks before the Vytal Festival, Ozpin explained to Ceres and his team about Ceres's involvement in the Vytal tournament. Due to Ceres being a fifth member and his "alien nature" the Council of Vale and Ironwood, at first, saw fit to prevent Ceres from participating in the tournament. However, Ozpin managed to persuade the Council to let Ceres join the tournament if he wishes to, saying how data can be collected on Ceres's fighting style and abilities on the battlefield.

The potential of any sort of data on the alien being won the Council over and thus allowed Ceres to join, but on one condition. He had to fight a whole team in order to advance through the tournament. Ironwood was against the idea, but he was outvoted by the Council and had no choice but to concede.

When Ozpin explained this, Team RWBY were at first worried for Ceres but their worries were laid to rest as Ceres reminded them of who he really was and what he had to face in the past. In the end, Ceres accepted the terms laid down by the Council, knowing full well that he will come out on top.

And from then his team decided to let him go to the Doubles round with Weiss, Yang was originally picked but everyone agreed that he would ensure their team's victory. And besides, Ceres was actually looking forward to see how other Huntsmen from the other kingdoms fight.

Ceres shook his head "No it won't Yang." he replied as Yang gave him a hard tap on the back. "Yeah! That's the spirit! See that Em, Ceres is going to kick their butts!" Yang boasted.

Emerald gave a forced laugh "Ha ha ha. Well, if Mercury and I see you down the line, don't think we'll go easy on ya." Emerald said with a challenging grin, however, Ceres can see the message behind the smile.

' _You better watch yourself, freak.'_

Ceres gave a small smirk "Then I'll be looking forward to fighting you again, Emerald."

Emerald's left eye gave another small twitch as her fake smile faltered for just a second. "Alright. Well, we're gonna catch some more fights." Emerald said as she turned towards Mercury.

"Have fun!" Ruby exclaimed as Ceres and her team turned to continue on towards their destination. Ceres gave one last look towards Emerald as she did the same, however, gone was her friendly mask, now replaced with both anger and hate. Ceres then gave her a knowing smirk before turning back to follow his team.

* * *

 **Location: Main Hive Cluster**

Galash is currently in the main evolutionary chamber, working on the latest addition to her master's growing swarm.

' _Yes this unit will do nicely, luckily I found the genome among the genome cache to create such a unit. Yes, the Brutalisk will make a fine addition to my master's brood.'_ Galash thought as she started weaving the Brutalisk genome into a single larva. Once she finished her creation, she then transferred the genome to all available hive clusters around the continent, soon every larva will be able to hatch into the mighty Brutalisk.

Once the transfer was complete, she then gave the mental order to create five Brutalisk for testing purposes. Even though the Brutalisk were used before in the past, they were always a rare sight within the Zerg Swarm as they were mainly used to protect valuable areas of interest.

Galash could see it now, Brutalisks will be charging head first into battle alongside their mighty cousins, the Ultralisks. They will cleave swaths of their enemies with every swing of its massive but deadly blades while its corrosive acid will melt down even the toughest of armored vehicles their enemies had to offer.

However, before Galash could continue to ponder any further, someone entered the chamber.

"Mommy Galash, what are you doing?"

Galash turned towards the chamber entrance and looked down to see the little one and her two guards standing at the entrance.

If Galash had lips she would be giving Violet a loving smile. When her master tasked her to look after the little one, Galash treated Violet as one of her own and made sure to provide Violet with the upmost care she could give her. Eventually a strong bond formed between her and the little one, whether this was engineered by her master or not Galash did not care for the little one always brightened up her day.

" **I'm working little one. Why? do you need something?"** Galash asked in a sweet motherly voice as she approached Violet. Violet simply shook her head "No mommy Galash, I'm just wondering when big brother will come back home. It has been a long time since he last came back to visit." Violet explained.

Galash paused, her master has been busy as of recently ever since the invasion of the human Kingdom of Vale. Her master was forced to reveal their race to the Council of Vale and the humans residing within the kingdom as he was imprisoned and interrogated soon afterwards. Plus, with the Vytal Festival taking up most of her master's time, Galash doesn't know how long it will be before her master comes back to visit.

Galash gave Violet a sad look **"I'm sorry little one. The master is busy as of late, and I don't know when he will be coming back to visit."** Galash explained in an apologetic tone. Violet's mood dampened as her ears flattened against her head. "Oh… okay then…" Violet said in a sad tone. Her guards, sensing her misery, started to nuzzle Violet trying to brighten her mood.

Galash felt her chest tightened, she always hated seeing the little one sad. However, she cannot dictate what her master does or does not do, he is the ultimate ruler of the Zerg Swarm while she herself is just a Broodmother that serves his every need.

However, that doesn't mean she could try and persuade him.

" **Little one. I will talk with my master to see if he can possibly visit, even for a short while."** Galash said. This did the trick as Violet's somber mood instantly brightened as her ears perked upwards. "You will mommy Galash?" Violet asked in a hopeful tone.

Galash nodded **"I will try little one. I won't make any promises, but I will try."**

Instantly Violet jumped and hugged Galash around her waist. "Thank you mommy Galash! You're the best!" Violet said in a happy tone. Galash hugged Violet back **"Your welcome little one. Now go on and play, I'll talk to my master about visiting you."** Galash said as Violet gave one last squeeze before letting go and bolting out the chamber entrance. Her guards gave a low hiss as they turned and quickly followed Violet back outside.

Once Violet left, Galash's mood turned serious as she mentally prepared herself to contact her master once again.

* * *

 **Location: Fairgrounds, Beacon Academy**

"So Ceres what do you aliens usually eat?"

After separating from Emerald, Ceres and his team arrived at a noodle stand ran by an elderly cook. Once they placed their orders Weiss went to pay for their meals with her premium Schnee card, however, her card was immediately declined by the cash register, unable to pay.

Fortunately for the for a certain cat faunus, Team JNPR came to the rescue as Pyrrha generously paid for all their meals.

Ceres is currently working his way through his own large bundle of noodles using the eating utensils patently called "chopsticks." At first he had some trouble using the utensils, but after observing Blake (who is currently inhaling her food) he quickly learned how to use them properly.

But now he turned his head from his food towards a curious Nora, who is currently has her mouth full of noodles.

"Be careful of who is listening Nora. This is a public place after all." Ceres chided after making sure no one else was listening in on their conversation.

Nora quickly swallowed her food and brought her hands to cover her mouth. "I'm sorry Ceres. I forgot it was supposed to be super top secret." Nora whispered loudly as her eyes darted around to make sure no one else is listening.

Ceres sighed. "It's fine Nora. Just be more careful next time. And to answer your question, my race and I create our own food source to eat. It provides all the necessary nutrients and nourishes all my units and even our buildings. However, my race has the capability of virtually eating anything and gaining the necessary nutrients from what we consume." Ceres explained as he brought up another string of noodles into his mouth.

After revealing who he and his Zerg were, each member of both teams asked numerous questions about the Zerg. Some of these questions he could answer as they were considered very common knowledge among the other two races of the Koprulu sector. However, some of these questions they had asked were quite sensitive as he either twisted his answer to be vague enough to be believable or outright refused to answer as he would have to share sensitive information about his force's capabilities or weaknesses.

Yang gave a low whistle "So you can eat anything? Like grass?" Yang asked.

"Yes."

"Paper?"

"Yes."

"Crayons?"

"Yes."

"Rocks?"

"Yes."

"Glue?"

"Yes."

"Weiss's cooking?"

"Hey!"

Ceres paused.

…

"Maybe." Ceres said, earning a glare from Weiss.

…

…

…

"Poop?"

"YANG! THAT IS DISGUSTING!" Screamed an angry heiress as the others looked towards Yang with clear expressions of disgust. Ceres on the other hand calmly finished his meal as the cook quickly took his empty bowl.

"If the situation calls for it. Then yes." Ceres answered without missing a beat.

Everyone's faces turned sickly green as Jaune ran to the nearest trash can and barfed up his recent meal.

"Ceres. That is disgusting." Blake said, tone filled with disgust. Ceres chuckled "If you find that disgusting, then I have more… interesting information to share about my species." Ceres replied with a teasing smirk. Immediately everyone's eyes widened in fear as they vigorously shook their heads.

"NO! I mean- thank you Ceres, but I think for the sake of all of our stomachs you should save that information for a later time. When we're not eating?" Pyrrha said as nicely as she could, the others nodded in agreement.

"I agree, since our team is next to fight in the tournament. We don't need any unnecessary distractions." Ren coolly explained, agreeing with Pyrrha.

Soon Jaune returned to his seat, groaning as Pyrrha rubbed his back.

"Ughhh if I barf again I'm blaming you Ceres." Jaune groaned as he laid his head on the stand counter, Ceres simply ignored the teen.

"Oh! Aim it at the enemy!" Nora suggested with a mischievous grin.

Ren shook his head "Nora that's disgusting. But if you do feel the urge…"

"Got it." Jaune answered as he gave a thumbs up to Ren without looking. Pyrrha then stood from her seat. "Well, we should be off." She stated.

"So, you think you guys are ready?" Ruby asked in a curious tone.

"Of course!" Nora immediately replied. "We've got a world-renowned fighter on our team."

Points to Pyrrha.

"What's basically a ninja."

Points to Ren.

"I can bench five of me."

Thumbs to herself.

"… Jaune."

Points to said teen.

"We've trained all year, our weapons are awesome! Glynda barely yells at us anymore, and uh… Jaune!" Nora explains as she gestures to the still form of their leader.

"Are you going to take that?" Ren asked as everyone looks over to Jaune. Without lifting his head, Jaune slowly shook his head. "She's not wrong…" Jaune groaned dejectedly.

Nora gave Jaune a dismissal wave. "I'm kidding! He knows I'm kidding." Nora simply said as she continues.

"Don't be so nervous! The worst that could happen is we lose! Then it's just a few more years of walking around school with everyone knowing we're failures, our friends will slowly abandon us to preserve their social status, wewon'tbeabletoshowourfacesinclass, noonewillsitwithusinthecafeteria, RenandIhavenoparents, nohomelefttogoto, we'llbeofficallyrenamed Team LOSE-iper! Ah ha ha ha ha haaaa!"

 **Thunk!** *sobbing in misery*

During Nora's entire monologue she slowly turned unnaturally grey as her mood quickly shifted from positive to negative before turning back to normal as she finally started crying.

"Sooo yeah. We're feeling pretty good." Ren summed up in a calm tone as Nora continues to cry. Pyrrha then placed a comforting hand on Nora's back. "Don't fret. If anything, we should be looking forward to a fight with actual guidelines and not… well, murderers." Pyrrha explained, trying to lightened up the mood.

"Yeah, don't sweat it! We've all faced way worse before." Yang added as Blake continued. "Let's see. Grimm invasions, violent extremists, a destructive sociopath."

"And that's all while we were still in training! Oh, imagine what it'll be like when we graduate!" Ruby said in an excited tone. While everyone gave the red reaper nods of agreement, Ceres on the other hand kept a stoic expression.

' _Such naïve fools. If they truly think that apprehending Torchwick and fending off a few White Fang and Grimm makes them prepared for whatever horrors that lay ahead of them. Then they will not have the strength to survive.'_ Ceres thought to himself as he held his stoic expression.

Unfortunately for him, Ruby noticed his silence. "What's wrong Ceres? Don't you agree?" Ruby asked curiously as everyone's eyes are now on Ceres.

But before Ceres could answer the intercom within the fairgrounds suddenly turned on.

 **"Would Team JNPR please report to the battle grounds immediately."**

" **Yes! Like they were scheduled to, Several Minutes Ago!"**

Soon the intercoms shut off.

"Well, it looks like this is it." Pyrrha stated as she and the rest of Team JNPR left the noodle stand.

"Go get 'em!" Ruby cheered as Team JNPR made their way to the air docks. After Team JNPR left Ruby then stood from her seat. "Well guys, I think we should also be heading out. Team JNPR will need all the support to make it through to the finals." Ruby said as Ceres and the rest of Team RWBY stood from their seats as they made their way towards the air docks.

However, during the walk, Ceres suddenly received a telepathic call from his Broodmother, Galash.

" **Speak Galash. Is there something wrong?"**

" **My master, I apologize for disturbing you, I called you to give my report on the brood."** Galash explained, however, Ceres can easily tell she has an ulterior motive to calling him, but didn't call her out on it. Not yet anyway.

" **Report."**

" **Your brood has grown once again, nearing two million. Your fleet has grown with an additional three Leviathans, giving you eight in total, including the one given to Broodmother Lissandra for her mission. I also added a new Zerg unit that you may find quite useful."** Galash explained as Ceres became curious of the newest addition.

" **Tell me of this newest addition Galash."**

" **The newest addition to your brood is the mighty Brutualisk. A monstrous unit that rivals the Ultralisk in size and surpasses it in strength. It is able to cleave through entire swaths of your enemies with every swing of its massive blades and can pierce even the toughest of armor with ease. It can also spew a torrent of highly corrosive acid that will melt any armored vehicles. It can also burrow quickly to relatively far distances if any valuable assets are under attack. Truly a powerful unit for your brood."** Galash explained with pride in her voice.

Ceres couldn't agree more. **"Yes I agree, the Brutalisk will make a fine addition to our brood. Give the Brutalisk the necessary upgrades to make it even more dangerous and as well as producing more aerial units for our Zerg Fleet. Also start sending out changelings to infiltrate each of the Kingdoms on this planet, we need to send some changelings to infiltrate both the Atlas Military and the White Fang. Get this done as discreetly as possible, I have been holding this back for quite a while now."** Ceres ordered.

The reason for not sending out the Changelings much sooner is that he needed to make sure to gather enough information about each of the kingdoms, their habitat, government and the major powers in the world. Now that he has a target, he is ready to send out his spies.

" **As you command, my master."** Galash replied, however, Ceres knew that she still wants to speak to him.

" **Galash. You called me for another reason. Speak what's on your mind."** Ceres ordered as he and his team neared the air docks. **"As you wish my lord. It's true that I have called you for another reason, but it is for a good reason."** Galash explained.

" **What is it then?"** Ceres asked as he and his team entered an airbus to the colosseum.

" **Violet misses you and is wondering when you will be visiting."** Galash finally explained.

Ceres paused. It has been awhile since he saw the little wolf faunus. However, due to recent events he is currently busy with both the tournament and the secret war between Ozpin and the figure nicknamed "The Queen" or also known as Salem.

Ceres knew of this being through Cinder, a being that wants to see the world of Remnant fall into eternal darkness. Much like Amon.

However, if he knew Salem through Cinder, then it is very likely that she knew of him through the same source or through the numerous Grimm she has under her control.

This is another reason he's sending out the Changelings, to find the whereabouts of Salem for not even Cinder knows the location of where she resides in.

Back to the topic on hand, Ceres has been busy as of late and thus doesn't know exactly when he will be able to visit.

" **Tell Violet that it may be awhile before I could visit again, and that I apologize for not visiting sooner."** Ceres replied, however, Galash has another idea. **"My lord, if I may suggest. Why not have the little one come visit you during the Vytal Festival? She can stay at the Hive Cluster you have established near the kingdom and can stay with you at all times while in the kingdom."** Galash suggested.

Ceres pondered for a moment. Normally he would not even consider this idea for it might put Violet in potential danger in the future from Cinder's plans. However, what made him pause is the simple fact that Violet needs to experience a brand new environment outside the Hive. She has been stuck in his main Hive for over half a year, and even before then she has been confined within Oka Village for the almost the entirety of her life so far.

Not only will Vale and the Vytal festival give her a new experience of the world around her, but she will also be directly under his care, something that she will no doubt be happy about. And if Cinder enacts her plans while Violet is still within the kingdom, she and her puppets will know exactly why the swarm is feared across the Koprulu sector.

After a short pause Ceres finally answered. **"Galash, prepare Violet for departure and send her to the Hive Cluster near Vale. I'll pick her up there."**

Ceres could feel Galash's excitement through their link. **"At once my lord! The little one will be ready and will be arrive by this afternoon."** Galash replied, her tone laced with joy.

Ceres nodded. **"Good. Make sure to give her a proper escort. But nothing too large, we don't want to alert anyone to the Hive Cluster's location just yet."** Ceres ordered. **"As you will it, so shall it be done."** Galash replied before Ceres cut the psionic link as he adopted a small smile.

Luckily for him, none of team RWBY noticed his absence in their conversation as they were excited for the upcoming fight.

Soon the airbus docked into the colosseum as the back hatch dropped open to let out its passengers. Soon Ceres and his team walked towards the arena, eager to see the upcoming fights.

* * *

" **And with that, Team SSSN moves on to the Doubles round!"**

Ceres watched as the two surviving members of Team SSSN, Neptune and Sun, chest bumped one another and proceeded to dance in victory over their opponents, Team GULD (Gold). The fight started out very rough for team SSSN as two of their members were quickly eliminated and Neptune's fear of water hindered their overall teamwork. It was a close fight as both Sun and Neptune managed to pull off a win due to poor positioning by Team GULD's part.

And due to the fact that electricity and water are not meant to be mixed one with one another, least you fry whoever is currently in the water.

" **You know what I call that victory?"** Port asked his announcing partner.

" **Shocking?"** Oobleck replied with a pun. However, the portly professor was not amused.

" **No, well earned… What you said is stupid."**

As both Sun and Neptune continued to dance, Ruby slumped back onto her seat.

"Aw, that was so close!" Ruby stated with a tired sigh.

"Looks like the dorks made it to the next round." Yang pointed out as Blake turned her gaze back at the two dancing teens, more specifically Sun.

Sun soon stopped dancing as he pointed towards Blake with a wink.

Blake smiled with a small blush "Emphasis on dork."

Soon both Sun and Neptune left as the arena started reverting back into its normal state.

" **Now don't leave just yet folks! We still have one more match left for today!"** Announced Oobleck, this confused the audience as there were no previous announcement of another match.

However, for Ceres, he knew exactly what the next match will entail.

" **Yes, this is a particularly special match, never before done in the history of the Vtyal tournaments!"** Professor Port announced as the crowd grew curious, however, Ceres's team soon realized what was going to happen next. Ceres simply kept his stoic expression.

" **Ladies and gentlemen! You're about to witness the Vytal tournament's very first! Four versus one match!"** Oobleck finally revealed as most of the audience cheered in excitement, however, some of the audience seemed skeptical about the match up.

Port then spoke **"For those who are worried that this fight seems to be a bit unfair. Do not worry, for the contestants that were chosen to fight today will leave you hanging at the edge of your seats!"**

" **Yes indeed! This match will be between Team NDGO of Shade versus Beacon's very own Ceres Kerrigan from Team RWBY!"** Oobleck announced as the overhead board showed the picture of both Team NDGO and Ceres. Ceres then stood from his seat and made his way towards the arena's locker rooms to prepare for the upcoming match.

"Good luck Ceres! Win it for Team RWBY!"

"Yeah! Go kick some butt!"

Ceres looked over his shoulder towards his team and gave both Ruby and Yang a curt nod before making his way towards the arena locker rooms.

After a few minutes, he stepped out into the open arena with a new pair of wrist blades that he acquired from Ozpin, and a belt of throwing knives around his waist. As he stepped out into the arena, he was then immediately greeted with cheers from the surrounding audience as he made his way towards the middle of the arena.

As he approached the middle platform he soon saw his opponents from Shade Academy, Ceres did a quick examination of each of his opponents as he approached the center platform.

It was a team of four adolescent girls, each with their own unique attires and weapons.

The one on the far left of Ceres is a young girl named Dew Gayl as she has tanned skin, dark blonde hair swept to her left side, and violet eyes. Her attire consisted of a sleeveless green dress with an asymmetrical hem, what appears to be golden scale armor underneath her dress that covers her chest, neck and left arm, a lighter green sarong tied around her hips, and a golden pauldron. Two thin chains loop from the front of her pauldron and around her torso to the back. She also wears a pair of over-the-knee scale leggings, the same as her chest armor, armored boots with a small heel matching the pauldron, and a simple chain bracelet with a ring connected to it on her right hand.

Her weapon of choice is an elegant gold spear with a wind dust crystal in the middle of the spear, no doubt for combat.

The girl to Dew's left is Gwen Darcy, a young female who has olive skin, curly black hair pulled back from her face into ringlets, and brown eyes. She wears a black corset dress with a dark gray front, purple hem and purple laces on the back. The upper part of her dress is light gray, with a high gray collar and elbow length sleeved with black cuffs. Her belt is a long purple ribbon edged in gray, with a bow in the back and tied in the front, and connected to the belt are a pair of armor tassets. She also wears light gray stockings and pale gray ballet flats, with ribbons around her lower legs.

Her weapon of choice is a plethora of throwing knives that she keeps concealed in her armored skirt.

Next to Gwen is Octavia Ember another young female with fair skin, brick red hair left loose and olive green eyes. She is currently wearing a blue waistcoat with two long tails and brown bodice detail. A blue crop vest of the same color is worn over the top. Her skirt is cream underneath an orange open-front layer. She wears a pair of dark blue belts crossed in the front and back, and a pair of silver pauldrons, held in place by a leather belt across her chest. Her shoes are a pair of simple, dark brown boots with a folded top.

Her weapon is a kris, a wavy shaped dagger that is infused with fire dust within the blade itself.

And finally the last member and leader of team NDGO is Nebula Violette, a young female with lightly tanned skin, indigo hair brushed over to her left side, and olive eyes. Her attire consists of a high-necked, tight-fitting gray shirt, along with a long, light blue coat. She also wears a leather bandolier with a shoulder pad on the right, which also appears to hold her weapon. She also wears gray pants and dark gray boots.

Her weapon of choice is the only one that can transform. It's a crossbow that can shift into a long sword for close combat.

Ceres is now face to face with Team NDGO as they were just within hearing distance from one another. As Ceres calmly stood on his spot, each member of NDGO did their own observation of Ceres.

They had mixed reactions.

"This is the guy were fighting? This will be a piece of cake." Dew boasted, seemly unimpressed.

"I don't know Dew. I heard about this guy from my friends at Beacon. They say he snapped some guy in half with his bare hands." Octavia explained with a hint of concern.

"Yeah. Plus, he's kinda cute." Gwen added as she kept her eyes on Ceres.

However, Ceres saw that this did little to impress their teammate. "So what? He's just one guy and there's four of us. We can take him easy!"

"Dew, he was chosen for a reason. We should not underestimate him." Nebula chided. But before Dew could retort, Oobleck spoke.

" **Now with our contestants out in the arena, let us explain how this match up came to be for those who are curious."**

Professor Port then spoke **"As some of you may already know, Ceres Kerrigan is the fifth and supporting member of one of Beacon Academy's most promising teams, Team RWBY! However, due the team having a fifth member, many will find this unfair for the tournament, so we came up with a brilliant idea and gave a choice to Ceres Kerrigan and Team RWBY!"**

" **The choice was if Mr. Kerrigan wishes to fight in the Doubles round, then he will have to face an entire team of our choosing in order to participate further in the tournament. This way it will give the other teams already advancing to the Doubles round a chance to observe and see how Mr. Kerrigan fights."** Oobleck explained as Port took over.

" **However, this is an all or nothing match for Team RWBY. If Ceres Kerrigan were to lose this fight, then both he and his team are disqualified from the tournament and Team NDGO will advance to the Doubles round in their place."**

This explanation caused great amounts of concern among the audience, even Team RWBY were giving each other looks of concern seeing how the odds were greatly stacked against Ceres. Ceres, however, remains calm as he patiently waits for the match to start.

" **Great consequences indeed. However, despite the odds stacked against him, Mr. Kerrigan decided to accept this challenge. Truly a courageous boy."** Oobleck said as Port then spoke.

" **Why yes. Despite his looks, Ceres Kerrigan is truly a force to be reckoned with, for he survived months in Grimm infested forests with nothing but the clothes on his back, killed an Ursa Major with his bare hands, and has a 24-win streak in his combat duels thus far!"** The portly professor boasted with pride. Ceres could see the surprised looks that Team NDGO were giving him.

"You killed an Ursa Major with your bare hands?" Gwen asked with a skeptical/fearful expression.

Ceres shook his head "No I did not."

Both Gwen and Octavia visibly exhaled in relief.

"… I impaled it with its own spine."

Gwen, Octavia, and Nebula's eyes widened at this new bit of information. Dew, however, rolled her eyes "Seriously girls? You actually believe what he's saying?"

Before any of the girls could retort, Port continued. **"Now before we can start the match, we have to explain Mr. Kerrigan's unique aura."** Port explainedas Oobleck took over. **"Yes, Ceres's aura is unique as it heals all manner of wound he receives in a matter of seconds, no matter how fatal the wound might be."** Oobleck explained.

Port then spoke **"However, do not mistake this for his semblance, for his semblance is something entirely different and is not situated for combat. His aura, though a powerful healing factor, has a terrible price."** Port explained with a dire tone, much to both the audience's and NDGO's confusion.

" **Yes, as my college said, Mr. Kerrigan's aura comes at a terrible price. Unlike conventional aura, which protects the user from all sorts of damage, Ceres's aura doesn't. He receives the full brunt of the attacks that hit him, receiving every wound and feels every pain that comes with those attacks. So viewer discretion is advised for this match."**

As Oobleck explained Ceres's "unique aura" the audience erupted into concerned chatter about his aura, including Team NDGO, each giving him a variety of different looks of concern.

Ceres chuckled "Do not worry for me. None of you will be able to land a hit on me." Ceres said to Team NDGO. This did the trick as each of the girl's expression turned into frowns.

"You know what. I was afraid to mess up your pretty little face. But now, I'm not feeling so nice anymore." Dew said as she pointed her spear towards Ceres, accepting his challenge.

Ceres smiled, he didn't want to fight opponents who were hesitant of wounding him. It would be a rather boring match.

" **Now without further ado! Let us start the match between the lone Ceres Kerrigan and the lovely ladies of Team NDGO!"** Port announced as the audience started cheering as eight separate holo-screens surrounding the arena started to randomly shuffle through the terrain types for the match.

All of Team NDGO readied their weapons as each member took a different fighting stance, eager expressions painted on their faces.

Ceres on the other hand continued to calmly stand with his hands held loosely at his sides and a stoic expression that didn't betray an ounce of emotion.

Soon all eight screens stopped as they all depict a picture of a desert. The arena around Ceres and Team NDGO changed rapidly into a desert with numerous mountains as the very ground is now sand.

And to complete the new terrain, an artificial sun popped up in the sky bearing its heat down on both contestants.

"Alright! Home field advantage!" stated Nebula as she and her team observed their new surroundings, all of them were elated about the new terrain.

Ceres was indifferent with the terrain changes, it did not matter what terrain he fights in, he and his swarm had fought and survived in far harsher conditions the galaxy had to offer.

Soon Professor Port started the countdown.

" **3…"**

Team NDGO once again prepared themselves for the fight.

" **2…"**

Ceres stood stock still as he tensed his legs.

" **1… BEGIN!"**

 **WHAM!**

 **BOOM!**

In a blink of an eye, Ceres closed the distance between himself and team NDGO and smashed his right knee into Octavia's face, sending the young girl crashing into the rock side behind the team.

Before the rest of Team NDGO could react, Ceres smashed the back of his left fist into Dew's face as he then used the momentum of his swing to spin around to kick Gwen's unprotected side. Both girls were sent tumbling away in opposite directions.

Soon it was just Ceres and Nebula as the team leader snapped her crossbow towards Ceres and fired a single arrow towards his head. However, Ceres caught the arrow just centimeters from piercing his left eye, shocking Nebula.

Ceres then quickly threw the newly acquired arrow back at Nebula as she quickly dodges the speeding arrow, unfortunately for her she did as Ceres predicted. Using the arrow as a distraction, Ceres quickly dashed towards the leader of NDGO, slapped the crossbow out of her hands, and choked slammed her onto the ground and held her there with a single hand.

All this has happened in a span of ten seconds.

" **Just ten seconds into the match and Ceres has already incapacitated Team NDGO!"** Port announced as the crowd burst into a cheer, amazed at what just transpired.

Ceres, ignoring the cheers, focused his attention on Nebula who is struggling to free herself under his grip. Ceres then brought back his right fist as Nebula's struggling expression turned into one of terror.

However, before Ceres could finish the girl, his instincts flared as he quickly released his hold on Nebula and leaped back, dodging three throwing knives coated in fire. When he landed he quickly darted to his right to dodge an attack from Dew as she stabbed her spear in the same spot he was just moments before.

Once he was a good distance away, Ceres stood in one of the desert sections observing as Dew gave him an angry scowl while both Octavia and Gwen helped Nebula off the ground and handed her weapon back to her. Once again his opponents formed up, however, this time they were prepared.

" **Oh it looks like Team NDGO is not out of the picture yet. And I do say they are worse for wear."**

" **Indeed Oobleck, but as the saying goes, hell hath no fury as a woman scorned. And in this scenario, Ceres will need all of his wits in order to survive the next engagement because Team NDGO is out for blood."**

There was a brief standoff between Ceres and Team NDGO as tension grew between the two. After a few moments of silence, Nebula fired an arrow followed by Gwen throwing three knives towards Ceres. Simultaneously, both Dew and Octavia charged Ceres from both the left and the right each, weapons at the ready.

Ceres ducked the incoming projectiles as he caught both Dew's spear at the shaft and Octavia's arm holding her dagger while in mid swing. Then with a spin Ceres threw both girls in opposite directions as he dodged another set of knives thrown at him. He was then beset on by Nebula as she previously shifted her weapon into a long sword and is now swinging her weapon at Ceres with precise attacks.

After ducking Nebula's sixth attack, Ceres grabbed a handful of sand below him and threw it at Nebula's face, blinding her. He then immediately kicked her in the stomach as she tumbled a few feet away.

However, before he could take advantage of Nebula's downed state, three small tornados surrounded him as they continue to spin around him, each slowly growing in size. Finally, all three tornadoes' quickly converged where he stood and combined into one large tornado of significant size. Ceres stood in the middle of the tornado, cementing his feet into the sandy ground below in order to prevent himself from flying off.

His instincts flared as dozens of throwing knives entered the tornado's influence and started flying around within the tornado. Due to the risk of flying out of the arena, Ceres stood arms crossed in front of his face as dozens of deadly blades descended upon him, piercing and slicing through numerous parts of his body.

" **Uh Oh! It looks like Ceres in trouble!"**

" **Yes! It appears he is caught in one of Team NDGO's deadliest combos**!"

Due to the large amount of sand that spun with the tornado, no one could see what was happening to Ceres. However, after a full minute the tornado finally died down as both the audience and Team NDGO gasped at what it revealed.

Ceres was still standing, arms crossed in front of his face with dozens of bleeding cuts and knives pierced and adorned all over his body. Even when the audience was warned of Ceres's grim aura, many still found this to be quite disturbing.

" **Ceres still stands!"** Oobleck announced as the audience erupted into a cheer. This brought Team NDGO out of their shock as they once again prepared for the worst.

Ceres brought his heavily injured arms down to reveal his stoic expression, to Team NDGO is as if he didn't feel an ounce of pain. And to team's growing horror, Ceres started pulling out the knives that pierced his body as his wounds started to heal at a rapid rate.

Soon, Ceres pulled out all of the knives from his body as the bloody knives sunk into the sand below him. Other than his tattered clothing and blood stains, he showed no signs that he was wounded in the first place.

Ceres dusted off some sand from his lab coat. "As interesting as that was, I already wasted enough time as it is." Ceres said in a calm tone before looking directly at Nebula. "Now it's time to end this."

Without giving Ceres a chance, Team NDGO sprang into action as Nebula, Dew, and Octavia dash towards Ceres from all sides while Gwen stayed behind and prepped her knives.

All three girl's weapons descended on Ceres. Nebula went for direct overhead swing at Ceres's front, Dew went for a spear thrust towards Cere's left while Octavia swung her dagger towards Ceres's head at his right.

However, before their attacks could land, Ceres quickly extended his blades and blocked all three attacks, his left blocking both Dew's and Nebula's attack while his right blocked Octavia's dagger.

While their weapons were locked in a power struggle, Ceres took a quick peek at the large overhead, seeing the levels of Team NDGO's aura levels. So far Ceres only lost about a third of his aura while every member of Team NDGO have at least lost more than half their auras levels.

After a gauging everyone's aura levels, Ceres spun, knocking all three girls away from him as he then charged straight towards the nearest opponent, Dew.

Dew tried to swing her spear to intercept Ceres's charge, however, Ceres grabbed the shaft of her spear and landed a powerful kick on Dew, forcing her to let go of her spear. Dew flew from the force of Ceres's kick right outside of the arena and crashed right into the barrier protecting the audience.

" **Dew Gayl is eliminated by both knockout and aura level!"** Professor Port announced.

Still holding Dew's spear, Ceres then turned and threw the spear at the approaching Octavia behind him. Octavia managed to dodge the incoming spear, however, she wasn't prepared when Ceres dashed past her, landing a critical slash across her chest.

" **Octavia Ember is eliminated! Ceres is taking out Team NDGO one by one!"** Oobleck announced as the crowd cheered.

Ceres is now attacking Nebula as she is now on the defensive, desperately trying to block Ceres's attacks. Gwen is trying to assist her struggling teammate with her knives, however, every time she threw her knives at Ceres, Ceres would just bat the knives out of the air with his blades.

Ceres then ducked a horizontal slice from Nebula and swept her off her feet with a low swipe of his blade. And while Nebula was still in the air, Ceres then immediately spun on the spot and round house kicked her in the stomach, launching Nebula off the arena.

" **Nebula Violette is eliminated by knock out! Gwen is the last one remaining!"** Professor Port announced as the audience erupted into another cheer.

Now with Nebula, Dew, and Octavia out of the fight, Ceres now turned his attention to the last surviving member of Team NDGO.

Ceres turned his gaze towards Gwen as said girl drew six knives from her metal skirt, three in each hand as she crouched into a battle stance. However, despite the brave front she's putting on, both her hands are currently shaking, no doubt the girl was nervous to face Ceres alone.

Ceres kept his stoic expression, but before he could take a single step, the last member of NDGO threw all six knives at Ceres simultaneously as she kept throwing set after set at a rapid pace.

However, instead of dodging Ceres instead started catching and throwing back the knives thrown at him, this greatly shocked Gwen as she was forced to stop her attacks in order to dodge Ceres's surprising counter attack.

The crowd roared at Ceres amazing display of skill, however, Ceres merely ignored them as he continued to throw his own knives at Gwen with pin point accuracy. Gwen managed to dodge some of the knives, however, the majority of the knives thrown at her landed, slowly whittling down her already low aura reserves.

Ceres, having prolonged Gwen's suffering, dash straight towards the tired girl. Due to her exhausted state, Gwen couldn't dodge as Ceres slammed his right foot into her chest and pinned her onto the ground with the same foot.

While pinning the exhausted Gwen, Ceres looked back towards the large overhead screen and saw Gwen's aura level is now bordering on the elimination point.

All of a sudden Ceres felt pain erupt from his right leg. Even though he felt the pain, it wasn't enough to warrant any reaction from him. Turning his gaze back towards the struggling Gwen, Ceres observed as she stabbed her last knife deep into the side of his leg, hoping that he releases her from his hold.

However, whatever hope she had left was crushed as she saw Ceres raising his right blade for a quick execution. After raising his blade, Ceres quickly brought the blade down across her throat as her aura flared and shattered, blocking the fatal attack.

With his last opponent defeated, Ceres stepped off of her chest as the audience roared in applause.

" **And that's the match! The winner is Ceres Kerrigan!"** Oobleck announced as the crowd continued to cheer, Ceres could hear the more enthusiastic members of his team over the audience.

"GO TEAM RWBY!"

"NOTHING CAN STOP US NOW!"

As both Yang and Ruby boasted about Ceres's victory, Ceres detracted his blades and made his way towards the exit with a smile.

He had someone special to meet.

* * *

 **Location: Vale Hive Cluster**

Ceres stood in front of the main Lair, looking up at the afternoon sky towards the direction where Violet will be coming from.

The Hive Cluster he's currently in now has grown to a significant size. The cluster has three hatcheries surrounding the single lair, all the necessary buildings for every standard hive cluster including five Nydus networks for quick transportation, and dozens of spine and spore crawlers placed strategically around the cluster's territory.

Standing beside Ceres on both sides are four Hunter Killers, two on each side. The majority of his Zerg forces within this cluster are patrolling the Zerg controlled territory and clearing it of any Grimm. The larger units, however, burrowed themselves around the hive cluster at Ceres's command, ready to burst out when they are needed.

After his match against Team NDGO and meeting up with his team, he then excused himself for the rest of the day and immediately made his way to the Vale Hive Cluster, using a combination of running the first-half of the distance and using the Nydus network for the other half.

Now he has been waiting for nearly an hour for Violet's arrival, he can sense her arrival through the Zerg escorting her.

Soon Ceres can see numerous distinct figures approaching the Hive Cluster at a steady pace. The approaching figures are a single Overlord with a sizable escort of four Corruptors, ten Mutalisks, and twenty Scourges.

Once the Overlord and its escort neared the Hive Cluster, the Overlord flew over to Ceres and descended closely to the ground. Once the Overlord was just a few meters above the ground, it opened up its underside as three figures dropped out.

The figures were Violet's personal guards, Spike, Red, and Blue. After a brief moment a single tentacle carrying Violet emerged from the Overlords opened underside as it gently placed Violet on the ground before retreating back into the Overlord.

Violet gave a happy wave towards the Overlord. "Thank you for bringing us here!"

"Bluurg!" The Overlord replied as it soon flew up towards the sky followed by its escort. Soon the Overlord disappeared into the clouds above.

"Big Brother!" Violet happily exclaimed as she tackled into Ceres with a hug.

Ceres smiled as he returned the hug "Hello Violet. How was your trip?"

Violet looked up towards Ceres with a toothy smile. "It was so much fun! I got to see the clouds and the sea!" Violet answered in an excited tone. Ceres chuckled "That's good. How are you Violet? I'm sorry that I'm not able to visit you as often as you like." Ceres said.

Violet shook her head "No, that's ok big brother. I understand that your super busy sometimes. I'm doing ok." Violet replied as she tightened her hug. Ceres smiled "That's good. Now why don't we make our way to Vale and enjoy the Vytal Festival?"

Violet eyes widened as her smile grew "REALLY! Can we go!?" Violet asked as she hopped with barely contained excitement. Ceres nodded "Yes we can leave at any time you want." Ceres answered, Violet cheered as she grabbed Ceres's right hand and started pulling him.

"Let's go now! Let's go now!" Violet exclaimed impatiently as she desperately pulled Ceres's arm to no avail. Ceres chuckled as he patted Violet's head, flattening her ears "Now calm down Violet. We'll get there soon, but we need to take the Nydus network." Ceres explained to Violet's utter confusion.

"You mean the giant worms?" Violet asked with a curious tilt of her head.

Ceres smiled "Yes. The very same."

* * *

 **1 hour later…**

"WOOOOOOW!"

Violet stood amazed at the academy just outside the airbus window. She has never been to any of the kingdoms, much less a genuine combat school. It was always her dream to become a Huntress just like her father, all the stories he would tell her about his adventures and the creatures he fought would always fascinate her.

As she was gazed at the school in wonder, soaking up all the new sights, Ceres chuckled "Do you like what you see?" Ceres asked with a smile.

"Yeah! The school looks so cool! I can't believe you go here big brother!" Violet answered in an excited tone. Ceres smiled "I'm glad you're enjoying yourself, because I'm going to introduce you to my team." Ceres explained as Violet's smile widened "Really! I get to meet your friends! What are they like?" Violet asked with obvious excitement.

Ceres paused. Friends… the term he was familiar with but at the same time it was a very alien concept to him. Ceres never saw the need for friends, he had temporary allies with the other two races of the Koprulu sector, but he never saw them as friends. The closest he had ever to a friend was Stukov, but even then their relationship was strictly a master and servant relationship.

Does he consider Team RWBY to be his friends? At first he only acquainted with them in order to gather information for himself and his Brood about this world. However, as time passed he grew to enjoy their company as they come to see him as a friend. And after everything that has happened so far it's only natural he called Team RWBY his friends.

Ceres smiled "Yes Violet, we're going to meet my friends. They are an interesting bunch, but overall they are very good company to have around."

Soon the airbus landed as it's back hatched opened to reveal the famed school. Violet immediately ran out of the airbus into the open air docks, soaking in all the new sights with a large smile.

Ceres calmly walked behind Violet, keeping an eye on her as she ran towards the academy while taking in all the sights she can.

However, Violet didn't look where she was going as she accidently ran into someone.

"OOF!" Violet shouted as she fell back onto her bottom. Ceres immediately recognized the person that Violet just ran into.

It was Winter Schnee, accompanied by Weiss and an escort of six Atlesian Knights.

Said woman turned and looked down at Violet, who was still sitting on the ground rubbing her forehead.

"Are you alright child?" Winter asked in a commanding tone. Violet stopped rubbing her head as she finally looked at the person she bumped into. Violet gave Winter a fearful look "I-I'm sorry." Violet whimpered in fear as her ears flattened against her head. The Atlesian Knights trained their guns towards Violet but Winter stopped them.

"Stand down!" Winter ordered with a dismissal wave. Immediately the knights went back to their regular guard post. Winter then brought her gaze back towards Violet "That is alright child. Where are your parents?"

"Yeah, it seems irresponsible for them to leave you running around." Weiss added as Violet stood up timidly shaking her head "No. I'm here with my big brother." Violet answered shyly, uncomfortable with talking to the two strangers.

Winter's eyebrows raised "Oh… and might I ask where your big brother is now?"

"He's right here."

As soon as Winter's gaze met Ceres's her expression turned from stoic into a scowl. Weiss, oblivious of her sister's rage, was surprised to see Ceres.

"Ceres!? She's with yo-"

"You!" Winter barked, cutting off Weiss. Violet immediately rushed towards Ceres and hid behind his legs.

Ceres gave Winter a stoic stare as he replied "Yes?"

The Atlesian Knights trained their weapons on him, ready to fire at a moment's notice. Winter kept her scowl "What are you doing here?" Winter growled, holding back her anger. Ceres raised a single eyebrow "I'm a student here at Beacon Academy. I thought the general informed you of that?"

When Ceres revealed his true identity, he knew from his spies within the Atlas Military that Ironwood took this information and told it to only a few trusted military and council officials back in Atlas.

Winter was one of these few.

"That is not the point. Don't think I don't know what you did to me back in that village." Winter said in an angry tone. Soon their conversation was drawing a crowd, curious of what was going on.

Weiss looked between both Ceres and her older sister with a confused expression. "Winter what are you talking about? How do you know Ceres?" Weiss asked, her tone filled with both concern and confusion.

However, Winter didn't answer as she placed her left hand on her sword handle, ready to draw it. Ceres gave her a stern glare "I do not wish for a fight. You of all people should know how that will end." Ceres warned in a stern tone, however, Winter didn't show any signs of backing down. "Then leave this establishment at once." Winter demanded.

Ceres chuckled much to her ire. "No, I won't. You see I promised Violet here I would introduce her to my friends and show her around Beacon Academy. And nothing will stop me from doing just that. Not even you." Ceres replied in an even tone.

Winter's scowl hardens. "Was that a threat?"

"No. That was merely a statement of what I am going to do." Ceres calmly answered. The tension rose between Winter and Ceres as they both silently stared at on another. After a brief moment of silence, Winter gripped her sword handle with her right hand as Ceres's eyes glowed bright orange.

But before the situation could escalate, a decapitated head of a Atlesian Knight flew from somewhere behind Ceres and landed between him and Winter.

"Leave the kid alone, Ice Queen."

 **AN:**

 **And that's a wrap. Now I'm going to start on two new chapters for Remnant's Grey Knight.**

 **Now like always let's answer some questions you readers might have.**

 **'t Ceres joining the tournament a bit overkill? Well no not really, it's a given that he cannot use any other of his abilities during the match, just the ones he's known to use (such as made up semblance and aura). Plus, I find that the guidelines for his participation to be fair.**

 **Team NDGO? Why not?**

 **is Team RWBY and friends so accepting of Ceres, shouldn't they have doubts? I know I practically skimmed over that part, but to make it clear Ceres can be very persuasive with his point of view and also he has created a bond with Team RWBY, a bond that cannot be so easily broken. Also I needed to catch up to the main events of Season 3 for you readers since I was away for so long.**

 **Now before I end this off I need to ask you readers a favor.**

 **An author by the username Tyrannosaur wrote a story a few months ago inspired by mine called** **The Invasion of the Zerg** **a One Piece X StarCraft crossover.**

 **I gave him my full permission to use my OC and copy some aspects of my prologue for his story, the rest is his own writing and ideas.**

 **What I'm asking of you readers is to give his fic a read if you are a fan of One Piece or not, I will assure you his story is very interesting.**

 **Now if you have any questions, concerns, suggestions, or reviews put in the comment section or PM me and I will answer them to the best of my ability.**

 **Until next chapter.**


	16. Chapter 12: Common Ties

**AN:**

 **Hello, sorry for the (long) delay.**

 **Now if you haven't heard already from my latest chapter of** _ **Remnant's Grey Knight,**_ **the voting poll has ended with a very close vote.**

 **However, ultimately Legacy of the Dead won. So I suggest for those who haven't already to read or watch Lord Marksman and Vanadis (Maden no Ou Vanadis) to know what the story may be about.**

 **I'm actually happy about this, I always wanted to write a Warhammer Fantasy fic with one of the undead factions.**

 **Now without further ado, here is the chapter you all have been waiting for.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 12: Common Ties**

"Leave the kid alone, Ice Queen."

Ceres immediately dimmed his glowing eyes before turning towards the person who interrupted what was going to be a violent confrontation.

The person behind Ceres is a 6'5" tall middle aged man with graying black spiky hair, red eyes, and slight stubble along his jawline. He wears a gray dress shirt with a long tail black dress pants, black dress shoes, a crooked cross necklace and a red tattered cloak. Holstered behind his waist is what appears to be his weapon as the handle and what seems to be a blade stuck out from either side of him respectively.

What also drew Ceres's attention was the decapitated body of an Atlesian Knight the man is currently holding, proving that he was the one who threw the unfortunate drone's head.

Ceres recognized the man standing before him. After all, he is the very uncle to both his red hooded team leader and blonde teammate.

However, Winter also recognized the man as she shifted her burning glare towards the man in question.

"YOU!" Winter shouted as the Atlesian Knights escorting her shifted their rifles towards the newest arrival.

The man returned Winter's glare with a frown. "Yeah it's me, and what of it?" He retorted as he threw the decapitated drone to the side.

The Atlesian Knight's started to move towards the man, however, they were stopped by a dismissal wave from Winter. "What are you doing here, Qrow?" Winter demanded, glaring holes into the man. Weiss, who was standing beside Winter the entire time, looked between Winter and the now named Qrow with a confused expression.

"You know this guy? What is going on here Winter?" Weiss asked, giving her sister a concerned look. However, Winter simply ignored her as she pushed Weiss behind her, the older Schnee's sole attention was on the man before her.

"I should be asking you the same question. What is an Atlas Specialist like you doing here picking fights with kids?" Qrow asked in an accusing tone, his expression turned unpleasant.

Winter's glare hardened. "That is none of your business." Winter said in a firm tone.

Qrow gave Winter an offended expression. "Oh! Is it now! Because from what I see, you were about to attack an unarmed kid and his little sister in broad daylight!" Qrow said as he gestured to the crowd around him. As if noticing her surroundings for the first time, Winter's frown hardened as the crowd started to whisper amongst themselves, no doubt questioning her motives.

With Winter temporarily distracted, Qrow then met Ceres's gaze and simply nodded his head to the side. Getting the message, Ceres replied with a nod of understanding as he quickly ushered a nervous Violet towards the crowd.

Once safely among the surrounding crowd, Ceres turned his attention back towards the tense stand-off between two clearly experienced huntsmen.

"Never the less. You have destroyed Atlas Military property and deliberately interfered in the apprehension of a dangerous criminal!" Winter accused, however, Qrow sighed and shook his head in disappointment, much to Winter's growing ire.

"And here I thought you Specialists are supposed to be professionals. A cut above the rest… but you know what you really are?" Qrow then stared directly into Winter's eyes with a frown. "A bunch of disappointments. Just like your boss." Qrow said with a hint of disgust.

If Winter was mad before, she is now outright seething with fury. "I'm not sure what you're implying, but I heard enough!" Winter said through gritted teeth.

"Oh, I heard too. I heard ol'Ironwood finally turned his back on Ozpin and taken matters into his own hands. Now he's supposedly going to protect all of us? What a load of crap." Qrow explained in a dismissive tone. Ceres could see pure anger and fury radiating out of the eldest Schnee, her strict composure slowly breaking.

"If you won't hold your tongue… then I'll gladly remove it for you!" Winter exclaimed as she quickly unsheathed her sword and pointed it directly at Qrow.

Many within the crowd started to whisper to one another, either out of excitement or fear for what is about to happen.

However, from what Ceres could observe, Qrow was far from intimidated. In fact, he seems more amused than anything.

"Alright then… come take it." Qrow said with a cocky smirk.

There was a brief pause before Winter suddenly shot forward at blinding speeds towards the still standing man. She then stopped right in front of Qrow and thrust her sword towards his still smirking face.

However, Qrow easily dodged the attack as well as the following attacks with ease, going so far as to mockingly bow at Winter after dodging a horizontal slash. Greatly annoyed, Winter quickly brought down her sword on the still bowing huntsman, however, her sword was suddenly blocked by Qrow's own weapon, still holstered behind his waist.

In a single move, Qrow shoved Winter's sword away in a spinning flourish and extended his sword to its full length, pointing it directly towards Winter.

Now with a brief moment of reprieve, Winter regained her composure as she and Qrow quickly resumed their duel, their blades clashing multiple times in a show of bright sparks.

"Wooow! That's so cool!"

Ceres turned his attention away from the fight towards Violet. "Enjoying yourself Violet?" Ceres asked.

Violet nodded. "Yes big brother! But why are they fighting each other? Do they not like each other?" Violet asked with child-like curiosity.

Ceres was about to answer, however, he was abruptly interrupted.

"ThaaaAAAAT IS MY UNCLE!"

Ceres, recognizing the voice, quickly brought his attention to whoever interrupted him.

As he expected it was none other than his team leader, Ruby, who is currently hopping in obvious excitement besides a confused and annoyed Weiss.

"KICK HER BUTT UNCLE QROW!" Ruby shouted, no doubt cheering for the tattered cloaked man.

"Uh… TEACH HIM RESPECT WINTER!" Weiss also shouted albeit in an annoyed tone.

Ceres simply sighed at his teammates' antics as he brought his attention back towards a still curious Violet. "To answer your question Violet, yes you can say they don't like each other. However, I'm afraid the true reason for this fight is too complicated for your underdeveloped mind to understand." Ceres explained as he ruffled Violet's head, much to her annoyance.

"What does underdeveloped mean?" Violet asked with a curious tilt of her head.

Ceres chuckled. "It means you're too young to understand." Ceres answered with a small smile.

Violet puffed out her cheeks in an angry pout as her wolf ears folded to the sides, making for a cute expression. "Hmmph! I'm old enough! I'm seven years old!" Violet stated, crossing her arms angrily.

Ceres chuckled, however, their conversation was soon interrupted when a large explosion reverberated throughout the vicinity, as rocks and debris were thrown all around the vicinity.

Ceres quickly turned his head as saw a sizable crater left by Qrow himself. Luckily, most of the debris flew over the crowd of students, however, a sizable piece came shooting straight through the crowd and towards the unsuspecting Violet.

Reacting on pure instinct, Ceres quickly shot out his hand and caught the flying piece of concrete just inches from Violet's shocked face. He then crushed the offending piece into dust before turning his attention back towards a shell-shocked Violet.

"Are you alright?" Ceres asked in a calm but concerned tone.

Violet then shook herself from her shock and nodded. "Yes big brother. I'm okay. Thank you for saving me." Violet replied, still somewhat shocked at what almost happened.

Ceres nodded as he turned his attention back towards the duel. He frowned as both Qrow and Winter are now running on separate archways within the courtyard. Qrow firing what appears to be a ballistic version of his weapon at Winter, missing each time and taking chunks out of the archway she is running on.

Eventually, one of his shots manage to hit as it created a large explosion of dust.

Qrow stopped as he shifted his weapon back to its original form, he then waited, no doubt to see if his opponent survived the attack.

The man was soon awarded for his patience when Winter charged out of the cloud of dust and flew straight towards Qrow, who in turn prepared for another clash.

During her flying charge, Winter unlatched a needle like blade from her sword, now armed with two weapons she smashed both weapon's into Qrow's own, the sound of ringing metal reverberated throughout the courtyard.

Through the sheer force of their clash, both huntsmen smashed through the archway and crash straight into the ground below, creating another large crater and throwing dirt and debris everywhere.

Luckily for Ceres and the now large audience of students, they were only showered with dirt and small bits of concrete, making it easy for Ceres to cover Violet from the raining dirt.

Both Winter and Qrow continued to clash back and forth across the courtyard in blinding speeds until their final confrontation forced Qrow a few meters away from Winter, back to his original spot previous to the duel.

Now with some distance between the two fighters, Ceres watched as Winter flourished her sword before stabbing it into the ground. Immediately a large white glyph appeared as it summoned a large flock of what appears to be small white Nevermores.

This caught Ceres's attention. _'It appears she can also utilize the same semblance as Weiss, no doubt to a greater degree if she can summon Grimm to her side. I wonder if their semblance is hereditary?'_ Ceres curiously thought. However, he was brought out of his pondering as Winter sent a large flock of Nevermoresstraight towards Qrow.

Qrow in return, braced himself as the large flock started swarming him. While Qrow tried his best to stave off the attack, Ceres turned his attention back towards Winter, who was smirking with victory.

However, her smile was soon dashed as Qrow raise his sword and sent an arc of energy from his blade straight towards the still standing Winter.

Winter dodged the attack, however, her concentration was broken as both the glyph and Nevermores soon disappeared.

Ceres can tell that both fighters had enough as Winter summoned another glyph behind her, this time Ceres recognized the white glyph as it was mainly used by Weiss to accelerate her movement.

Qrow in return pulled the trigger of his weapon. Immediately, the gears near the hilt of his weapon started to spin, soon the separate sections of his blade started to detach individually and started to curve upwards.

Winter no doubt saw this as she immediately took another combat stance, preparing herself for the next and possibly the final clash.

All notion of joking in Qrow's face was long gone as he wore a battle-hardened expression, his gaze never leaving Winter's.

Suddenly, Qrow's expression changed from shock to a carefree smirk as he immediately shifted his weapon back to it's carrying form and placed it behind his waist.

From what Ceres can see and hear, this move on Qrow's part greatly confused both the audience and if not more, Winter herself.

However, all doubts and confusion on Winter's face was soon dashed away when Qrow raised a single hand and made a "come hither" motion with his finger.

Letting out a battle cry, Winter shot towards Qrow in a streak of white, her sword poise to pierce the still smirking man's head.

"SCHNEE!"

Immediately Winter stopped, her sword just centimeters away from piercing Qrow's throat. Walking towards her from behind was none other than General Ironwood, who was also accompanied by Penny.

Winter quickly turned towards the General and stood at attention. "General Ironwood, sir!"

"What in the world do you think you're doing?" The General demanded, his tone strict and not amused.

Without hesitation, Winter answered. "He started the altercation sir!" However, Qrow simply brought his hands behind his head and leaned to the side to address the General. "That's actually not true, she attacked first." Qrow corrected, gesturing towards the panicking Schnee.

Ironwood frowned. "Is that right?" He asked, directing his question towards Winter.

Ceres watched as Winter tried to come up with some sort of counter argument, however, she ultimately looked away in shame.

Receiving his silent answer, Ironwood looked towards the crowd of students, surveying his surroundings. His gaze soon met Ceres's as his frown hardened by a minuscule amount, unnoticeable to all but the keenest of eyes. Ceres didn't need to read the General's mind to know exactly what the man was thinking.

After a brief moment, Ironwood brought his attention towards Qrow.

"And you." Ironwood said as he approached Qrow, who in turned tried to seem none the wiser.

"What are you doing here?" The General demanded in a calm but stern tone.

Not intimidated in the slightest, Qrow replied. "I could be asking you the same thing."

"I-"

"Now, now, everyone."

Ceres saw both Ozpin and Glynda Goodwitch arriving to the scene as they made their way towards the trio of adults.

Ozpin, holding his signature mug and cane, continued. "There is a sanctioned fight happening just around the corner at the colosseum that I can assure you has better seats. And popcorn." Ozpin explained with a calm tone.

However, Glynda's was the opposite. "Break it up, everyone! We will take care of this mess." Glynda ordered in her usual no nonsense tone. Both Ozpin and Glynda then gave Ironwood a knowing look as if silent decision was made between them.

"Let's go." Ironwood ordered as he, Winter, Penny and the remaining Atlesian Knights started making their way towards Beacon Tower.

Qrow on the other hand stood where he was, watching the group of Atlas Militants leave.

With the fight over the crowd of students started to disperse, Ceres saw Penny turning her head and meeting Ceres's stoic gaze. She then gave him happy smile and a small but friendly wave.

Ceres returned the smile, since their dance almost a month ago they have been secretly keeping contact with one another through very brief meetings whenever Penny is given any time off. Unfortunately, due to the festival and the General's animosity towards Ceres, Penny's freedom was almost none existent and was always guarded by escorts.

as he watches Penny enter the tower in the distance.

He then turned his attention back towards the still standing Qrow, also noticing both Ruby and Weiss making their way towards the front of the crowd.

He then looked towards Violet.

"Come along Violet, I'm going to introduce you to two of my friends." Ceres explained. Violet gave him an excited look. "Really! Where are they!?" Violet asked in an excited tone.

Ceres simply held her hand as he started making his way towards Ruby and Weiss, the former is now sprinting towards her uncle.

"UNCLE QROOOOWWWWW!" Ruby cried with glee as she leaped and latched onto her uncle's right arm.

Qrow in return rose his occupied arm and stared straight into Ruby's happy expression.

"HI! It's so good to see you! Did you miss me! DID YOU MISS ME!" Ruby asked excitedly.

Qrow smiled. "Nope!" And rubbed Ruby's head before dropping her onto the ground. He then turned his head and noticed both Ceres and Violet making their way towards them.

Ruby also noticed as she gave Ceres a happy smile and wave. "Hey Ceres! You're finally here!" Ruby said in an excited tone.

Ceres nodded as he felt Violet move behind him, for all her excitement earlier the little faunus was still shy of strangers. "Yes Ruby, I arrived a few minutes ago before your uncle's duel. Speaking of which, you must be Ruby's uncle, I have to thank you for your timely intervention." Ceres said turning his attention to said person.

Qrow gave a dismissal wave. "Think nothing of it kid, I would've picked a fight with her one way or another. By the way, how do you know my niece, you're not her boyfriend, are you?" Qrow asked in a suspicious tone. However, this comment made Ruby blush up a storm.

"NO! H-He's-"

"Just a friend and a member of her team. Nothing more, nothing less." Ceres coolly explained. Qrow gave him a scrutinising gaze before nodding. "Ok kid, just checking. But let me ask you something now that you are here."

Ceres raised a suspicious eyebrow "Yes?"

"What's your deal with the Schnee? She seems to hate you more than she hates me, and that's saying something." Qrow asked in a curious tone.

Ceres gave him a knowing smile. "I believe you will find the answers you seek soon enough." Ceres replied cryptically.

Qrow raised a confused eyebrow. "What do you mean-"

"Qrow!"

Qrow turned to see Ozpin addressing him as Glynda herself repaired all the damages done by the recent duel.

"A word, please." Ozpin said, his tone serious.

Qrow turned back towards Ceres and Ruby. "Well looks like I'm in trouble. Catch you kids later." Qrow said as he fist-bumped Ruby and then made his way towards Ozpin.

As Ceres and Ruby watched Qrow leave, Ozpin looked towards Ceres and gave him a knowing nod before making his way back towards his office. As soon as Ozpin was out of sight, Weiss soon stood between Ceres and Ruby, her attention solely on Ruby.

"And suddenly your recklessness makes sense." Weiss said, crossing her arms.

"You're just mad 'cause my uncle whooped butt. Right Ceres?" Ruby asked, looking at Ceres for confirmation.

"No, that was a draw at best. Isn't that right Ceres?" Weiss retorted, looking at Ceres expectantly.

Ceres sighed. "I'll answer that at a later date. But for now I want to introduce my little sister to you both." Ceres explained much to Ruby's shock.

"You have a sister?" Ruby asked in a surprised tone.

Weiss on the other hand eyes widened. "Wait. That little girl! Is she really-"

Ceres nodded. "Yes. She's just right behind me. Say hello Violet." Ceres said as both Ruby and Weiss saw a little purple haired wolf faunus pop her head shyly from behind Ceres. Her violet eyes staring shyly at Ruby and then Weiss.

"H-Hello." Violet said timidly, her ears laying flat on her head.

Ruby squeed. "Oh my gosh! She's sooooo CUTE! Hi I'm Ruby, Ceres's awesome team leader and best friend." Ruby said with pride as she crouched in front of the girl.

Violet nodded. "Hi. I'm Violet."

Weiss gave Violet a friendly smile. "Why hello there Violet. I'm Weiss Schnee, your brother's teammate and friend." Weiss said with a friendly tone and smile.

Violet nodded as she moves out from behind Ceres and stood in front of him. "Hello."

Weiss chuckled, however, her expression turned into one of concern as she looked towards Ceres. "Ceres. Is she…"

Ceres shook his head, knowing exactly what she was implying. "No. She is not. She's was born and raised here on Remnant." Ceres answered.

This time Ruby hesitantly spoke. "Then… does she…"

Ceres nodded. "Yes. She does know about the Zerg. In fact, she lives in one of my Hive Clusters while I'm here attending Beacon. Don't you Violet?" Ceres explained as he brought his attention towards the little faunus.

Violet nodded with a smile. "Yup! Big brothers' family takes care of me! I have a lot of pets! Like Spike, Red, Blue, Charles, Daisy, Turquoise, Edgar, and lots more!" Violet said with excitement.

Both Ruby and Weiss nodded. "I see. But if you're away, then who takes care of her? I highly doubt none of your Zerg can take care of a child." Weiss pointed out.

Violet answered. "Oh! Mommy Galash takes care of me! She is super duper nice and caring, and taught me how to read and write." Violet explains.

Both Ruby and Weiss gave Ceres a confused look. "Who's Mommy Galash?" Ruby asked.

"She is a Broodmother. All you need to know is that she looks after both Violet and my Zerg Brood while I'm away." Ceres explained.

"So she's essentially a babysitter." Ruby said with a tilt of her head.

Ceres nodded. "In a way yes. But she is more than just a "babysitter"."

Violet nodded in agreement. "Yes. Mommy Galash is my mommy and is really strong. One time, we we're playing hide and seek in the woods, a lot of Grimm came and tried to eat me." Violet explained much to Ruby and Weiss's shock.

"Oh no, what happened!" Ruby asked horrified.

"Mommy Galash came with a lot of pets and killed them. I never saw her so angry before." Violet explained.

Ceres nodded, he has heard of this from Galash around a month ago during one of her reports. Just as Violet explained, she and Galash went into the woods at Violet's wishes, however, during their game a large pack of Grimm was prowling nearby and saw Violet. Thinking she was alone and defenceless, they tried to kill Violet, however, this was their biggest mistake.

Though they were playing hide and seek, Galash never truly lost sight of Violet, only pretending to not know where she was for the sake of the game. So when a large pack of Grimm was seconds away from attacking Violet, Galash and her personal bodyguards were upon them like ferocious storm, slaughtering the pack within minutes.

Since then, Ceres ordered Galash to once again cleanse the entire continent of Grimm and to set up a sort of purging schedule when the Grimm population grows to a significant level.

That was a month ago, his Brood is still waging war with the Grimm in the Dragon Continent, but it will eventually end with a Zerg victory.

Looking towards the setting sun, Ceres then turned his attention towards the top of Beacon Tower where Ozpin, Ironwood, Glynda, and their newest addition Qrow are no doubt conversing their plans for both the festival and their next step against Salem and her pawns.

Ceres then brought his attention towards Ruby and Weiss. "Ruby, Weiss. I'm planning on taking Violet to the fairgrounds. Would you both like to join us?" Ceres asked.

However, both girls shook their heads regretfully. "I'm sorry Ceres, but my sister just arrived and I haven't seen her in a long time even before Beacon. I wish to spend some quality time with her." Weiss said.

Ruby then spoke. "Yeah, same here. I haven't seen Uncle Qrow since he went on some long mission before I came into Beacon. Sorry Ceres, sorry Violet, maybe next time?" Ruby said with an apologetic expression.

Ceres nodded. "I understand. Enjoy your time with your family members." Ceres said. Soon both girls said their final farewells before leaving Ceres and Violet.

Once they left, Ceres turned his attention towards Violet as she met his gaze in return. "Shall we make our way towards the fairgrounds Violet?"

The little faunus' eyes widened. "Can we!? But it's getting dark." Violet said, looking towards the setting sun with a disappointed expression.

Ceres smiled. "The fairgrounds open until midnight. We have plenty of time to enjoy it." Ceres said, fueling Violet's excitement.

"REALLY!? You're the best big brother, EVER!" Violet shouted as she hugged Ceres around the waist.

Ceres chuckled as they separated. "Now let us not waste any more time. Let's us go." Ceres said. Soon both he and Violet were making their way towards the Beacon Fairgrounds, with Violet dragging Ceres.

On their way, Ceres looked up towards Ozpin's office once more before making his way towards the fairgrounds.

He knew that Ozpin's and his allies secret war against Salem's own forces will no doubt involve his Zerg, he was already a part of their war since he met the Headmaster. His part will no doubt decide the outcome of this war, a war that will no doubt shape the future of this world.

And when that day comes, he will not hesitate to act.

* * *

 **Location: Forever Fall Forest.**

Night has fallen on the forest of red, the broken moon washing the lands with it's calm light.

However, in the darkest parts of the forest, a large cave can be found. The entrance of the cave was black as the void, seemingly absorbing the very light emanating off of the shattered moon. If one were to enter this cave, they would find a seemingly never ending labyrinth of tunnels and chambers of variety of sizes.

However, the darkness and the labyrinth of tunnels is not the only dangers this cave system has.

The labyrinth is a perfect sanctuary for the Creatures of Grimm. Grimm of all sizes and species by the hundreds congregate to this cave and make it their home, often using it for nesting, feeding, and spawning of new Grimm. It is considered suicide for any Huntsmen, whether they with a team or not, to try and venture through this labyrinth.

However, three months ago that all changed. The usual Grimm dwelling within the labyrinth are all but gone, now replaced with an entirely new species of Grimm.

They call themselves, the Primal Pack.

In less then three months, the pack of Primal Grimm grew exponentially no thanks to the special birthing pools located in different parts of the massive labyrinth, their numbers reaching well over half a million Primals.

Within the first month, the pack slaughtered and consumed every Grimm within the Labyrinth, gaining total control over the entire Labyrinth.

Within the second month the pack grew exponentially through spawning pools and hunting other Grimm for their essence.

Then by the third month they expanded their territories and pack outside the Labyrinth, killing every regular Grimm they come across.

Though they may seem like a new breed of Grimm, they are far more superior, especially when it comes to simple fact of evolution.

Each and every Primal has the inherited ability to evolve and grow more powerful with each and every kill. Taking but the very best traits of their prey in order to enhance their already considerable abilities.

This is the same for the very Alpha of the Primal Pack. The one who created the first of his pack from his very own blood.

In the deepest chamber of the labyrinth, the Alpha of the Primal Pack can be found.

Since discovering the birthing pools and creating the very first Primals, the Alpha has grown and changed drastically in both size and appearance.

It is now 30 feet tall, almost reaching the ceiling of the massive chamber. His bone-like carapace armor encompasses its entire head like an armoured helm, all the way down it's back in the form of thick plating and large boney spikes, completing his armoured head is a large curved horn on the tip of it's snout. On his back are two massive dorsal fins like wings, the webbing of the wings is blood red with black veins running through them.

His two massive arms are rippled with neigh impenetrable muscles, thick black scaly hide and even thicker carapace plating covering both his biceps and the entirety of his forearms and hands. His scythes like claws only grew larger with it's size, and became deadly sharp and serrated, able to cut through the toughest of armoured plating with ease. Its powerful chest is covered in segmented bone carapace plates with red markings adorned on the armor, adding to it's fearsome visage. Its tail grew longer, the tip ending with a vicious bone-like trident, similar to those of the Primal Ultralisks but far larger.

However, the one thing that did not change of this massive Alpha is its eyes. Eyes burning with untold power, hunger, and a horrifying amount of intelligence.

Ever since the creation of its pack, the massive Alpha has killed all the Grimm inhabiting the labyrinth, taking their essence for his own and feeding his own pack. He bears no name other than Alpha, for he is the ultimate Alpha of the Primal Pack, he has no need for names other then his deserving title.

However, the massive Alpha was not alone in this massive chamber. There were four others, the Pack Leaders of the Primal Pack, his subordinates.

To the Alpha's right is the Beta of the Primal Pack and his second-in-command. Murak, The Fangs of the Primal Pack.

Like the Alpha himself, Murak looked like a carbon copy of the Alpha due to the fact that they are of the same species within the Primal Pack, except that Murak is smaller by a few feet and has less bone carapace covering his body. But by no means that he's not dangerous.

What makes Murak special is both his strength that earned his position as Beta and unshakable loyalty to the Alpha. After all, he was one of the first Primal Grimm to be created from the very blood of his Alpha and survived for this long.

To the Alpha's left is another Pack Leader of the Primal Pack. Skittar, the Death Bringer.

Unlike both the Alpha and Murak, Skittar is a completely different sub-species. Skittar's body is like that of a scorpion but without the large pincers. His body is comprised of a segmented body, four insect-like legs, a long tail ending with a vicious barbed stinger, and six red eyes. Additionally, on his back are six pairs of exhaust-like ports running along his back, a pair for each segmented part.

Compared to the other sub-alphas Skittar is considered the smallest only 15 feet high, however, he is one of the most dangerous within the Alpha's retinue. His body houses chemicals, acids and venoms that he can use to create over hundreds of different types of incredibly deadly toxins and poisons that could even effect the other pack leaders to a certain degree. He delivers his dangerous payload through two ways, gas through his exhaust ports, liquefied as a dangerous projectile or directly through his fangs and stinger.

To Murak's right is the third sub-alpha of the Primal Pack. Diadra, the Broodmother.

Unlike Skittar, Diadra is one of the largest, second only to the Alpha, standing at 25 feet tall. Most of her body mass can be credited to her massive mushroom shaped abdomen, covered in thick bone carapace armour and is currently holding a few dozen pulsating black eggs. She has four large insect-like legs covered in bone armour to hold up her massive body weight. Her main body is disproportionally small as it is also covered in bone carapace, her red eyes glow with the same burning primal intelligence like the rest of the pack.

And lastly to Skittar's left is the last of the pack leaders. Manda, the Earth Terror.

Like Skitter, Manda is a different species compared to the rest of the Primals. Her entire body is reminiscent to that of a serpent and a large worm. Her body is 80 feet long and 10 feet thick full of muscles and almost impenetrable scaly black hide, encompassing her entire head is a bone carapace, her mouth is unique as it's divided into four separate jaws each filled with sharp teeth coated with acidic venom and connected with red skin-like webbing in-between.

She is completely blind, however, her other senses more then make up for her blindness, especially her ability to sense the vibrations through the very earth itself. Using these vibrations, she can burrow her way through the earth at frightening speeds, diving up and under her chosen prey when they least expect it. The only warning her prey receives is when the very ground below them shakes at her coming.

These are the Pack Leaders of the Primal Pack, each of them leads their very own pack containing Primals unique only to them, to fit their needs and ideals. These packs inhabit different parts of the lands surrounding the Kingdom of Vale, their prime target for consumption and destruction.

And these dangerous Primals answer only to the Alpha himself.

Normally each of these Pack Leaders would be carrying out whatever task the Alpha would give them or tend to their own pack. However, the Alpha has called for a meeting, one that none of the Pack Leaders dare to miss.

Currently all four of the Pack Leaders look towards one another, sizing each other up. In the Primal Pack there is only one rule of law. Only the strongest rule.

This rule of survival is no different among the Pack Leaders, numerous times has each of their packs come to blows to see who is the strongest among them, to prove to the Alpha that they deserve to be by his side.

Only by their collective interest and loyalty to their Alpha do they not outright slaughter one another or foolishly waste their lives for little to no gain, such a thing would impede their Alpha's goals rather then advancing it, something each of these pack leaders know very well.

However, their strive to gain favour from their Alpha tends to drive each of these Pack Leaders to do reckless feats.

Such as the case with the deceased Pack Leader in question.

The Pack Leaders knew why their Alpha has called them, however, they look to their Alpha, waiting obediently for him to speak first on the matter.

Soon enough, the Alpha looked to each of his subordinates and spoke.

" **Grimlock is dead…"**

Though the news was anything but pleasant, the Alpha's powerful voice betrayed no emotion of pity or remorse, seemingly indifferent.

Each of the Pack Leaders looked towards their Alpha, their posture and expressions also betraying no remorse for their deceased Pack Leader.

Instead, some of the Pack Leaders are more disappointed then anything.

" _Grimlock was a fool. He was too overconfident with his power and his anger always clouded his judgment. He was always the weakest among us. Brought low by the humans and their animal slaves."_ Diadra spoke, her tone sinister and filled with disgust.

Skittar looked towards the massive Broodmother, his mandibles skittering as he spoke. "He may be a fool, but his pack was the largest and has many strong Primals. If it were your pack Diadra, you will not have stood a single chance against the humans and their defences." Skittar pointed out.

Diadra turned towards Skittar, her eyes burning with fury. _"Know your place Skittar! Or do I need to remind you what happened the last time you dared to challenge me!"_ Diadra said with a dangerous tone.

Skittar retorted. "Then by all means, if you are so confident, then come and try to take my essence! You are no different then Grimlock when it comes to using force to achieve all your goals!" Skittar challenged back as he spread his legs and readied his stinger, preparing for a fight.

The Broodmother smashed her massive forelegs, shaking the entire chamber as the black eggs on her domed abdomen started rapidly pulsating. _"I will melt the flesh from your bones! You insignificant-"_

" **SILENCE!"**

Immediately, both Pack Leaders looked towards their Alpha, his burning red eyes glaring them down into submission.

" **I will not tolerate your petty squabbles in my presence. We have more important tasks at hand, and I WILL not tolerate any delays."** The Alpha said. His words carried not only power of authority, but a clear warning for all those who dare stand in his way.

Both Skittar and Diadra lowered themselves before the Alpha. _"I apologize for my behaviour Alpha; it will not happen again in your presence."_ Diadra said.

"Your word is law, and we are but your servants to the end." Skittar said. The Alpha said nothing in return as he addressed the rest of the Pack leaders.

" **With Grimlock dead, his surviving pack is leaderless. I have already divided his pack amongst the four of you. Do as you wish with them."** The Alpha announced. Already the Pack leaders are silently deciding what they are going to do with Grimlock's Pack.

However, the Alpha continued, his expression hardened. **"However, Grimlock's death is not the only reason why I have called this meeting."** The Alpha said, his tone laced with both anger and annoyance.

This caught the each of the Pack leader's attention. Their Alpha showed no other emotion other then stoic seriousness and an merciless resolve when it came to leading the Primal Pack. The Alpha would usually leave insignificant matters to each of the Pack Leaders while he himself would continue overseeing the growth of the entire pack.

Whatever it was, it is something that even their Alpha cannot ignore.

After a moment of silence, the Alpha spoke. **"Grimlock wasn't killed by the humans or their animal brethren's. He and many of his pack were slaughtered by the corrupted Zerg and the one that lead them."**

This news confused the Pack leaders, even Murak. "Forgive my ignorance Alpha, but what is this "Corrupted Zerg" you speak of? All of the Primal Zerg in the pack are loyal to you, none will dare betray your rule." Murak said, his tone was laced with both confidence and confusion.

However, instead of answering, the Alpha let out a bellowing roar that shook the entire labyrinth. Each of the Pack Leaders flinched back by the sudden roar, however, they all knew what their Alpha was doing.

He was bellowing out a command roar, for what specifically they do not know.

Soon the Alpha stopped as four Primal Zerglings entered the chamber.

Each of the Pack Leaders look down at the Zerglings, immediately recognizing them.

" _They're part of Grimlock's pack. Why are they here?"_ Diadra questioned, slightly confused.

The Alpha looked to each of his subordinates. **"Consume their essence. And you will all know the enemy we are facing."** The Alpha ordered.

Immediately the Pack leaders were upon the Zerglings. Manda swept one up in her massive jaws, crushed it and swallowing it whole. Diadra simply smashed a Zergling with one of her massive forelegs before chewing on it's smashed remains. Skittar simply pounced and sunk his fangs into his Zergling, injecting his venom as the Zergling's thrashing soon slowed to a stop, he then started devouring the now dead Zergling. Murak grasped the final Zergling in his massive clawed hand, said Zergling was thrashing around trying desperately to free itself but that soon stopped when Murak bit its head off.

Once each of the Pack leaders consumed their prey, they suddenly gained the memories of the Zerglings they just consumed, seeing the very battle that Grimlock has foolishly died in as if they were there.

They saw how Grimlock's pack poured into the human kingdom, killing the human army, both metal and flesh, as they tried desperately to fight against the Pack's onslaught.

They saw how Grimlock soon boasted his victory over the humans to the last group of resistance, until a single white coated human approached Grimlock.

They saw how the human called forth an army of creatures from underneath Grimlock's pack, what happened afterwards can only be described as a frenzy of claws, teeth, and acid as the newly summoned creatures attacked Grimlock's pack.

Finally, the Pack leaders saw how the same human executed Grimlock with a power unlike anything they have ever seen before.

Each of the Pack leaders retreated from the memories they have received as their Alpha looked upon them with cold seriousness.

" **Now do you all understand the enemy we face?"** The Alpha questioned.

Skittar was the first to speak. "Yes Alpha. This… corrupted Zerg… is most concerning. They seem very much like us, but at the same time they are not." Skittar explained.

The Alpha nodded. **"The corrupted Zerg are very much like the Primal Zerg. Able to consume and integrate new essence to make themselves stronger, to evolve. However, unlike the Primal Pack, their free will was stripped from them, making them no better then mindless slaves that serves one overruling entity. Thus making them corrupted."** The Alpha explains.

Murak's eyes widened. "The human that killed Grimlock. The one that calls himself the Guardian of the Swarm. He must be their leader." Murak deduced.

Manda turned to the Alpha. _"It seems… that Grimlock's death… was not in vain… Now we know… who our enemy is… and the one who is leading them…"_ Manda said, finally speaking her thoughts.

However, Diadra retorted. _"That may be true. However, if these memories that serve me are correct, then the corrupted Zerg and their leader are allied with the humans and animals of the kingdom. Even with all our Packs combined, it will be almost impossible to destroy the kingdom if the corrupted Zerg are there to match our numbers and ferocity."_ Diadra pointed out in an almost frustrated tone.

Murak looked to the Alpha. "What should we do Alpha?"

All four Pack leaders looked to their Alpha, the Alpha in return settled his hardened gaze on each of them.

" **We cannot attack the human kingdom with the threat of the corrupted Zerg hanging over our heads, they far too dangerous to ignore. Fortunately, the corrupted Zerg will bear much stronger essence for the Primal Pack then any lowly human or man-beast. Once we consumed all of the corrupted Zerg, the Primal Pack will be strong enough to take over the rest of this world."**

All the Pack leaders look to one another in silent acceptance.

"We shall prepare our packs for war. We are yours to command."Murak said as he and the rest of the Pack leaders bowed towards the Alpha.

The Alpha nodded. **"Good. We shall make our move when we find their-"** Suddenly, the Alpha paused mid-sentence as he glared directly at the ground before him.

Without warning, he flared his serrated claws and seemingly swiped the air below him at unnatural speeds. However, as his clawed hand met the empty air, something red flared brightly and shattered as a white and black bi-pedal figure was smashed into the side chamber wall before evaporating into red mist.

"INTRUDERS!" Murak shouted.

Immediately, Manda sprung into action as she sensed and smashed four more intruders against the wall with her tail, evaporating them in bright red mist. Diadra spawned dozens of acidic locusts from her abdomen and launched them around the large chamber. Once in place, every locust started pulsating violently before exploding their acidic payload all over the room. Soon enough, multiple red bubbles flared across the room before shattering, Skittar then started emitting an acidic gas cloud.

Once the room was filled with acidic gas, the intruders were finally revealed as whatever cloaking they had soon disappeared due to the gas corroding their armour and skin.

Finally seeing the intruders, they were about six in total, all wearing the same black armor and have the same bi-pedal figures. Each of these intruders are carrying what appears to be pole-arms with a glowing red scythe-like blade on each end of the weapon.

Now with their intruders in plain sight, the intruders charged straight at the Alpha himself.

However, the Alpha made no move to defend himself, his Pack leaders were already upon them.

Diadra spewed a massive ball of acid, hitting two of the intruders as they evaporated into a bright red mist as the other four managed to dodge skillfully out of the way.

Unfortunately for tow of the intruders, Skittar pounced on one of the intruders, holding it with one of it's forelegs and simultaneously impaled another with his stinger. The one underneath his foreleg immediately stabbed the glowing blade of its weapon into Skittar's leg, causing the Pack leader to screech in pain, however, the leg refused to budge.

Immediately, Skittar finished off the intruder by biting its head off.

As for the final intruder, it managed to close the distance towards the Alpha and leaped high into the air, weapon poised to strike. The Alpha simply stared at the airborne intruder.

However, before the intruder could reach the Alpha, Murak reached out and grabbed the intruder from the air and held it in his iron grip. The intruder's weapon fell from it's hand and clattered uselessly onto the chamber ground.

As the last surviving intruder struggled to get itself free, Murak presented the intruder to his Alpha.

Soon the intruder stopped struggling as it came face to face with the Alpha.

As the Alpha got a closer look at the intruder, he realized how different it was compared to both the humans and their animal counterparts.

The Alpha couldn't see any sort of orifices on it's face, much less a mouth. Its skin was pale, head elongated with tendril-like hair sprouting from the back of it's head. However, what caught the Alpha's attention were its eyes. Glowing red eyes filled with an unknown energy.

After observing the intruder, the Alpha finally spoke. **"Who are you to dare attack the Alpha of the Primal Pack!"** The Alpha demanded in a powerful tone.

Soon enough the intruder "spoke." **"Unhand me at once you savages! Or you shall face the full wrath of the armies of Amon!"** The strange being shouted. There was a slight moment of surprise for the Alpha before he hardened his emotions.

" **How can you speak to me without a mouth? What sort of trickery is this?"** The Alpha demanded.

Soon the being started chuckling, much to the Alpha's growing anger. **"Your primitive mind cannot comprehend the simple speech of a much superior species! You savages will soon succumb to our- AAAAAAAAARRRGH!"** The being screamed out in pain as Murak tightened his grip to crushing levels.

"Watch your tongue. Weakling! **"** Murak warned before slightly looseninghis grip on the being.

Once again the Alpha spoke. **"I will ask once more… Who are you and who has sent you here to attack me?"** The Alpha demanded, his tone deadly serious.

The strange being spoke. **"We are the Tal'darim you savages, and the one who sent me here-"**

" **Is me!"**

Every being within the chamber turned towards the entrance.

What they saw was a being much like the strange intruder in Murak's hand. However, the being was floating above the ground, it's armor was designed much more differently as it included more armor, a black and a red glowing dot on it's forehead and large black and red pauldron.

This being floated slowly towards the Primals, specifically towards the Alpha.

The Pack Leaders slowly stood in front of the Alpha as they bared their bioweapons, sensing something powerful within this being. However, if this being felt fear it did not showed it as it stopped right in front of both Manda and Diadra.

" **Master! Show these primitives the true power of-"** However, the intruder in Murak's hand was brutally cut off as said Pack leader smashed the intruder into the ground, killing it instantly.

" **I thank you for killing that pathetic whelp. I am Naza'fel, Lord Ascendant of the Fleet of Amon."** The one now named Naza'fel stated.

However, before the Alpha could speak, Diadra spoke. _"Fool… you dare try and assassinate us and brazenly show yourself before us! For what reason do you do this?"_ The Broodmother questioned.

Naza'fel waved his hand dismissively. **"I wasn't speaking to you, whelp. I was speaking to your master."** Naza'fel boldly stated.

Diadra became furious. _"HOW DARE YOU! YOU WILL ONLY SPEAK TO THE ALPHA WHEN SPOKEN-"_

" **DIADRA! That is enough."** The Alpha commanded, immediately Diadra clamped her mouth and mandibles shut.

Naza'fel nodded. **"Yes, listen to your master, whelp."** Diadra gave out an angry hiss, but did nothing else. **"And you must be the Alpha of this pack. I do have to say, I admire how much you have done in such short time."** Naza'fel complimented. However, the Alpha wasn't amused.

" **Why have you sent those assassins against me."** The Alpha demanded in a dangerous tone.

Naza'fel chuckled. **"I sent those pathetic whelps to test you and the rest of your Pack. I do have to say, you met my expectations."** Naza'fel said.

The Alpha's expression hardened. **"You send your warriors to their deaths."**

" **And do you not do the same?"** Naza'fel challenged back as the Alpha glared down on him but made no attempt to argue back.

Naza'fel continued. **"What I find intriguing about both of our cultures, no matter how different we may seem, is our ideals. In the Tal'darim, the weak have no place and is rooted out and killed. In short, only the strongest have the rights to rule. Something you Primals no doubt know very well."** Naza'fel explained, his tone sinister and dark.

The Alpha's glare hardened. **"I see that perfectly. But why are you here and what is your purpose of meeting me?"** The Alpha questioned impatiently.

Naza'fel nodded. **"Cutting to the chase I see. Very well… I'm here to make a proposition. A bargain of sorts."** Naza'fel explained.

" **What is this bargain?"** The Alpha asked, his tone suspicious.

Naza'fel gave out a dark chuckle. **"Why, to defeat a common enemy. The Zerg Swarm and the abomination that leads them."** Naza'fel explains.

The Alpha soon made his way over to the floating Tal'darim, his steps shaking the very ground. Once towering in front of the Tal'darim, he spoke. **"And why should I trust you? What do you seek out of this?"** The Alpha questioned.

Naza'fel chuckled. **"You are very cautious. Good. However, being cautious will not bring you victory over the Zerg. Your Pack maybe strong in it's own right, but will ultimately lose to the Zerg in the overall war."** Naza'fel said, immediately earning the ire of all the Primals in the chamber.

However, he continued. **"But I have a plan. One that will not only bring victory against the Zerg and their human allies hiding in the kingdoms, but will yield you with enough essence to take the next step in your evolution as superior predators of this world. What say you, Alpha of the Primal Pack?"**

There was a moment of silence, the atmosphere became thick with tension and the Pack leaders and Naza'fel himself waited for the Alpha's decision.

Finally, the Alpha spoke, making his decision.

" **I am listening…"**

 **AN:**

 **And that's a wrap. Once again sorry for the delay, I will be writing another chapter for this story soon enough.**

 **Now to answer some questions.**

 **Does Qrow know about Ceres? No, not yet anyway. Remember he was on a mission gathering intel on Salem and her forces before returning to Beacon.**

 **Why doesn't the Pack Leaders know about the corrupted Zerg but the Alpha does? In the Heart of the Swarm Campaign it explains how those Primal Zerg and their Pack Leaders were there when Amon created the Zerg Swarm, the Alpha was the ONLY Primal that originated on Zeras, the rest of the pack was born and raised on Remnant.**

 **What is Naza'fel going to do? You will see soon enough.**

 **Now since I delayed this chapter for soo long, I decided on adding a series of Omakes to this chapters based on the RWBY CHIBI Series.**

 **Enjoy.**

 **OMAKE:**

 **Episode 1: New Evolution Part 1**

It was a nice summer afternoon, one that Ceres pleasantly enjoyed in the city of Vale.

He is currently making his way back to his dorm room and possibly share his day with the rest of his team, if they are interested.

After a short but peaceful walk, Ceres finally arrived. He knew that his team was inside, partly because of his heightened psionics and mostly because he can hear them talking on the other side of the door.

All he needed to do was swipe his scroll and open the door.

Once pulling out his scroll and unlocking the door, he then turned the nob and opened the door.

"HI Ceres! You're back! Wait, why aren't you-"

 **Slam!**

Ceres took a moment to gather his thoughts before opening the door the second time.

"Ceres! Why aren't you!"

 **Slam!**

Ceres, once again, slammed the door shut, trying to contemplate what he just saw.

He then opened the door to confirm just that.

What he sees is his team, Team RWBY, all lounging around the room doing separate things.

Blake reading a book.

Yang playing a videogame.

Ruby curiously staring at Ceres.

And Weiss is studying.

However, this is not what made Ceres's advanced thought process halt to a stand still.

No, it was the very fact that all of Team RWBY has drastically changed, physically.

First of all, they all shrunk. Only reaching just a little above Ceres's waist.

Secondly, their heads are disproportionally larger then compared to their bodies, making Ceres wonder just how they were not falling over their own two (now small) feet.

And thirdly, why in the world are their eyes so big?

As Ceres inspected each member of Team RWBY both visually and psionically, making sure that they are in fact Team RWBY and not some horrible replacements, Ruby spoke.

"Ceres! Why aren't you Chibified!" Ruby yelled in an angry tone as she point accusingly at Ceres.

Ceres brought his attention down at the red caped leader.

…

"Chibified?" Ceres asked, quirking a skeptical eyebrow.

"Yes, Chibified! Why aren't you small and adorable!" Ruby shouted with righteous fury burning in her eyes.

No, Ceres literally saw her eyes catch on fire.

"First of all. What happened to all of you? Before I left, you were all normal." Ceres asked, stoically as always.

This time Yang answered. "Oh this happens every summer. No one can explain why it happens, so we just roll with it. Heck, even our furniture changes." Yang explained, turning her large head back at the screen.

Ceres's expression remained emotionless as he observed the room. True to Yang's words, the room also changed to accommodate for their size, even the cot he uses to sleep in. "I see… So when does this end?"

"Usually after the last day of summer. For now, get use to it." Answered Blake.

Ruby, using her semblance, rushed up and grabbed Ceres by the collar of his shirt, hanging off of his shirt.

"Yes! And that's why you should go and Chibify yourself! You're ruining your image by not doing so!" Ruby exclaimed.

Ceres frowned as he grabbed the red reaper by her hood and dropping her on the ground.

"No Ruby. I refuse."

"But why! You have to do it! Even Weiss is doing it! And she never has fun!" Ruby said, pointing both hands towards an unamused heiress.

"Hey! I can have fun if I want to. I just have much more important things to do." Weiss said, however, no one is listening.

"So you have to do it!"

"No."

"Yes!"

"No."

"Yes!"

"No."

"YES!"

"For the last time Ruby. I refuse to devolve myself to an inferior form because of my image and for your own enjoyment. This is my final decision." Ceres said, his tone leaving no room for an argument.

Ruby started becoming frustrated as she puffed out her cheeks in an angry (albeit cute) pout. Then suddenly her frustration morphed into a sinister smile.

Ruby started tapping her fingers together. "Is that soooo… Then if you don't Chibify yourself, then I will have no choice but to tell NORA on you!" Ruby exclaimed with a triumphant tone.

Ceres expression remained stoic as he stared right into Ruby's comically large eyes.

…

…

…

*sigh* "I'll be right back." Ceres said as he turned and closed the door behind him.

Once he left, Ruby started jumping for joy.

"I DID IT! I DID IT! AWWW YEAH! SCORE ONE FOR RUBY!"

"Wow sis. I didn't think you could actually convince Ceres." Yang complimented, not taking her eyes off of her game.

Blake shook her head. "She threatened him with Nora. I find that a low blow." Blake said in a disappointed tone, however, Ruby was too happy to care.

Weiss went over and physically stopped Ruby's moment of victory. "Alright Ruby. We get it, you managed to convince Ceres. Can you calm down now for goodness sakes?" Weiss reprimanded.

However, Ruby kept her large toothy smile. "Sorry Weiss, but I can't wait to see what he looks like! We can be the new Chibified Team RWBY with Ceres onboard!" Ruby said in obvious excitement.

Weiss face palmed. "Ruby. Why can't you just-"

Suddenly the door to their room opened to reveal Ceres, completely Chibified.

He went from 6 feet tall to 3 feet tall, is still wearing his signature lab coat, his head is disproportionally bigger then the rest of his body, and his expression is anything but pleased with what he was forced to do.

He then looked directly at a beaming Ruby with his hands behind his back, and sporting an unamused expression. "There. Are you happy now?" Ceres asked, his tone was anything but pleasant.

Ruby squeed. "AAAAAAHHH! You're so CUTE! I am so proud of you Ceres!" Ruby exclaimed as she rushed towards Ceres to give him a hug.

However, Ceres brought up a single hand and stopped Ruby dead in her track as she continued to run on the spot, arms still reaching out to hug Ceres.

"There is no need for hugs. Now if you all will excuse me, I need to contact my Zerg about this new… predicament." Ceres explained as he stepped to the side, letting Ruby shoot out of the room and into the hallway.

 **SMASH! CRASH! PING! BANG! BONG!**

…

"Owwwwwiiiieeee!"

"Oh Ruby! Just in time to test out my newest grenade recipe!"

"Grenade recipe-"

 **BTOOOOOOOM!**

As the explosion from Team JNPR's room died down, Yang, Blake, and Weiss turned their attention towards Ceres.

Ceres simply closed the door.

"Now if you would excuse me. I need to make a call." Ceres stated as he made his way to the bathroom.

 **AN:**

 **Was it good. Bad. If you readers liked it, wait for part two in my next chapter. Like always, leave a comment, review, or suggestion.**

 **See you all next chapter.**


	17. Chapter 13: Second Phase

**AN:**

 **Hello again! Sorry for the wait.**

 **Anyway, just a warning to all of you readers, I'm currently back in University so don't expect another chapter for awhile. (But I will try my best to get one out)**

 **Anyways, after this chapter I will work on two more chapters for** _ **Remnant's Grey Knight**_ **before starting my latest story,** _ **Legacy of the Dead.**_

 **Now without further ado, here is the latest chapter.**

 **Disclaimer: I don't own RWBY or the StarCraft franchise, both are owned by their own respective owners, Rooster Teeth and Blizzard.**

"Normal talk"

' _Thoughts_ '

"SHOUTING"

" **Telepathic communication"**

 **Chapter 13: Second Phase**

 **Location: Vale, Fair Grounds**

"Big Brother, why was everyone booing at the sunglasses lady and the big green guy?" Violet asked with child-like curiosity.

It was the second day of the Vytal Festival as the tournament moved into the second phase of the competition, now hosting two versus two matches. Just an hour ago, Ceres took Violet to watch the first match of the day alongside his team.

The first 2v2 match was between Coco Adel and her partner, Yatsuhashi, facing off against Emerald Satsrai and Mercury Black, Cinder's own subordinates.

Right then, Ceres knew the match wasn't going to end well for both the fashionista and her stoic giant of a partner.

Ceres looked down at Violet as they leisurely walked through the fair grounds. "Because they lost. Many people thought they could win but were disappointed when they didn't." Ceres explained.

"Were you disappointed when they lost?" Violet asked curiously.

Ceres frowned. He wasn't disappointed, in fact he knew since the beginning of the match that both Coco and Yatsuhashi were going to lose. How he came to this conclusion is due to both Coco's and Yatsuhashi's similar fighting styles and the opponents they were up against.

Coco herself mostly relied on overwhelming firepower and use of brute force to take down her opponents. Even though her weapon is considered one of the most dangerous within the school, it forces her to become almost immobile in order to use it properly. Plus, she mainly relies on her opponent being predictable in order to use her weapon to its full potential.

Like Coco, Yatsuhashi uses his superior physical strength to dominate his enemies with his massive sword. However, due to the size of his weapon his attacks are mostly predictable and can easily be dodged by an opponent of superior speed and agility.

In short, both Coco and Yatsuhashi rely on overwhelming their enemies with sheer force of power but lack any form of evasive agility themselves, something that was easily made up for by their other two members, Fox and Velvet.

And this powerful duo was paired against both Emerald and Mercury. The worst possible counter to their overwhelming strength, as if they were deliberately paired against them for an easy win.

When the match began, it carried out as Ceres predicted. Both Emerald and Mercury attacked their opponents with superior speed, agility, and even in one case, stealth. Something that both Coco and Yatsuhashi severely lack and are vulnerable against.

The matched soon ended with the elimination of Team CFVY from the tournament and the cries of displeasure and disappointment from the surrounding audience.

Ceres can't rule out the possibility that Cinder fixed the match in her subordinates' favor. He knew very well that she has full access to the CCT Network and what she plans on doing with it. However, her targets during the tournament are still a mystery.

So the question is. Who's next?

Ceres shook his head. "No Violet. I'm not disappointed." Ceres replied, hoping his answer would sate the young girl's curiosity.

Violet nodded. "Ok. Can we get something to eat? I'm hungry." Violet asked as she rubbed her stomach.

Ceres nodded. "Yes. Let's go-" Ceres went to say until someone very familiar caught his eye.

Just a few meters away, Ceres sees two girls standing in the middle of the fairgrounds. One he immediately recognizes as Penny wearing what appears to be a large sun hat with a pink bow.

The other girl is someone Ceres didn't recognize. This teen has dark skin-tone and is wearing what appears to be a personalized military uniform complete with a blue beret and skirt. She is standing like any trained soldier, hands behind her back and legs slightly spread apart with a straight posture. This teen was no doubt assigned by Ironwood to be Penny's personal escort.

Ceres calmly smiled as he turned his head down towards Violet. "On second thought Violet… would you like to meet another friend of mine?" Ceres asked, his eyes turning to the familiar orange haired figure.

Violet eyes widened in surprise. "You have another friend! Who is it?" Violet asked in obvious surprise.

Ceres chuckled. "Let me introduce you to her. She is very… unique." Ceres explained as he started leading Violet through the crowd towards the girls.

As Ceres and Violet drew near, Penny eventually saw him and immediately smiled.

"Sal-u-tations Ceres!" Penny greeted with a cheerful wave.

Ceres returned the smile and waved with his free hand. However, Penny's greetings brought the attention of her escort, who unfortunately did not seem all too happy to see Ceres.

"Stop right there!" Ordered the unknown girl, bringing a single hand up to halt Ceres's advance. She also immediately brought herself in front of Penny, blocking Ceres's way. "By orders of General Ironwood, you, Ceres Kerrigan, are not allowed to come anywhere within twenty feet of Miss Polendina. If you continue to ignore my warning, then I will have no choice but to use force and contact the proper authorities to have you arrested." The girl said with strict professionalism.

Ceres stopped just in front of the girl, his smile long gone as he gave the girl impeding his way an emotionless stare. Penny looked between him and her escort in obvious worry while Violet immediately hid behind Ceres's legs.

Ceres also noticed that they were drawing in a small crowd, no doubt curious of what's going on between them.

He needed to end this as quickly and smoothly as possible, fortunately he knew just how to handle the situation.

Ceres gave the unknown girl a small smile, which she returned with a stern frown. "I can see you take your post very seriously like any good soldier. However, this is a festival, you should enjoy it while it lasts. I'm sure your charge and superiors wouldn't mind." Ceres said with a calm tone.

The girl's frown deepened. "I will NOT shrug off my duties. General Ironwood ordered me personally to make sure-"

"And I'm sure the General won't mind you taking a small break from your duties. Please, **I insist."** Ceres said as he used his psionics on the girl before him.

Immediately, the girl in front of him went into a small trace like state. Relaxing her strict posture as Ceres's psionics started influencing her mind.

Soon the girl spoke, rubbing her eyes. "Yes… you're right. Forgive me, I've been really stressed as of late due to my duties. I'll take your advice and enjoy the festival. I'll leave Penny in your care for now. Goodbye and enjoy the rest of the festival." The girl said as she soon left.

With the situation handled, the small crowd quickly dispersed, though Ceres could hear a few confused conversations about the girl's sudden change of mind and behavior. No matter, the situation was handled and now Penny is free for the moment.

Penny gave Ceres a worried look. "Ceres. Are you sure that was wise? What if she reports to Ironwood after your powers run out?" Penny asked nervously.

Ceres shook his head. "You underestimate my abilities Penny. Your escort won't even remember ever meeting me when my mind control wears off. All you have to do is return here within a few hours, she'll return here for you." Ceres explained in a reassuring tone.

Penny slowly nodded her head in understanding. "Oooh… I see… Well in that case, do you know where Ruby is? I was hoping to spend some quality bonding time with her as she is my bestest friend! Other than you of course." Penny explained, looking around for said teen.

Ceres shook his head. "Ruby and the rest of her team returned to the academy. They are most likely spending time with their close relatives." Ceres explained.

Penny nodded in understanding. "I see… So how are you doing Ceres? It has been approximately 576 hours, 12 minutes and 10 seconds since we last met one another face to face." Penny said with a cheerful smile.

Ceres couldn't help but smile. "Actually, it has been 577 hours, I walked you back to the bullheads when it was time for you to leave." Ceres reminded, much to Penny's surprise.

*Gasp!* "You're right! How could I forget? I must've delet- I mean, forgot it by accident! Silly me!" Penny said, almost compromising her true identity to the public.

Ceres nodded. "Right… Anyway, I want to introduce you to someone very special to me." Ceres said with a calm smile. Penny eyes widened as so did her smile. "Really! Who is it? Will they be my friend?" Penny asked in obvious excitement and curiosity.

Ceres simply held his smile as he turned to look behind his legs. "Violet, I want you to meet my friend." Ceres introduced as said girl curiously (and shyly) peeked around Ceres's legs at Penny.

Penny noticed the small wolf faunus as she leaned forwards, hands on her knees. "Sal-u-tations! My name is Penny! What's yours?" Penny asked cheerfully.

Violet adopted a smile, gaining more courage to step out from behind Ceres's legs. "My name is Violet. I like your hat!" Violet complimented, pointing to said accessory.

Penny beamed at the compliment. "Why thank you. I got this hat because I felt like wearing one today. *Hic!*" Penny explained. However, Ceres caught the small quip of hers whenever she lied.

Violet, due to her child like naivety, simply nodded her head in understanding.

"Penny. What's wrong. Did something happen?" Ceres asked, his tone calm but serious.

Penny's eyes widened. "N-Nothing is wrong! *Hic!* Everything is fine! *Hic!* I just felt like wearing this hat! *Hic!*" Penny tried to explain.

Ceres frowned, unconvinced. "Penny…"

Penny knew very well that Ceres can see through her lies due to her little side effect when she does lie. She simply sighed in defeat before looking around her surroundings, making sure no one else is listening.

She then brought her attention back towards Ceres. "Um… I have a small problem. But I can't tell you." Penny said.

Ceres quirked an eyebrow. "And why is that?" Ceres questioned.

"It's because, um…" Instead of finishing, Penny simply looked down towards Violet, who seemed more confused than anything.

Ceres immediately understood why. "Don't worry about Violet. Now what's the problem?" Ceres asked once more.

Penny hesitated for a moment before slowly lifting the left side of her hat.

What Ceres saw made him pause.

...

"What is that black thing stuck to your head?" Violet asked with a curious tilt of her head.

Immediately Penny brought her hat down, covering the object. "It's why I'm wearing this hat. A magnet got stuck to my head while I was walking around. I managed to borrow a hat from a nearby stand to hide it." Penny explained in a quiet tone.

"Why didn't you take it off then?" Violet questioned further.

"Because, it will stick to my hands instead."

"Then why didn't you ask someone else to take it off for you?" Violet asked with a curious expression.

Penny's eyes widened as she shook her head. "Oh no! I can never do that! Or else everyone will know that I'm a-"

Immediately Penny covered her mouth with her hands, catching herself before she fully revealed her secret.

However, this consequently made Violet even more curious. "A what? What are you?" Violet questioned, pressuring Penny.

Penny started to panic. "I'm- ah- just a normal-"

"Robot."

Both Violet and Penny looked towards Ceres, the latter in abject terror.

"She's a robot big brother?" Violet asked much to Penny's growing horror.

"Yes. She's a robot Violet. That's why the magnet is stuck to her head. But don't tell anyone, it's a secret okay." Ceres explained with a small smile.

Violet smiled and nodded. "Okay big brother!" She then looked towards Penny. "Your secret is safe with me!" Violet said, much to Penny's shock.

Penny looked back towards Ceres, her eyes widened in shock. "Ceres… why did you-"

"Tell her? Because despite her age, she knows how to keep a secret. Besides, she knows mine as well." Ceres explains as Violet nodded in confirmation. "Yup! Don't worry! I'll tell no one!"

Penny's shocked expression quickly turned into one of pure joy. "This is SEN-SATIONAL!" Penny exclaimed, shooting her arms in the air with happiness.

Ceres chuckled. "Now with that out of the way. Let's get rid of your little problem." Ceres said. Penny nodded. "Yup! You have my permission to do so!" Penny said, leaning her head towards Ceres.

Ceres then reached underneath Penny's hat where the magnet was, grasped the object and took it off of Penny's head.

"There. Free at last." Ceres said as he placed the black magnet on a nearby counter.

Penny grabbed his left hand with both of hers. "Thank you Ceres. You are a great friend." Penny then turned her attention towards Violet. "And thank you for keeping my identity a secret. Would you like to be my friend?" Penny asked in almost a whisper.

Violet happily nodded. "Yup! I'll be your friend!" Violet replied.

Penny smile widened. "That is sensational! Come! Let us celebrate this new friendship with some-"

 **GGRRROOOWWLL!**

Both Penny and Ceres looked towards a blushing Violet, who is currently rubbing her stomach.

"I'm hungry..." Violet said in a meek tone, her cheeks red from embarrassment.

Penny giggled while Ceres chose to chuckle, much to the ire of their smaller companion.

"Be quiet! Big brother feed me!" Violet demanded, shaking Ceres's arm with an angry pout.

Ceres nodded with a chuckle. "Alright Violet. Let's get something for you to eat." Ceres said as he rubbed Violet's head between her ears to calm her anger. He then turned his attention towards Penny. "And since you're free for the afternoon, why not join us for some lunch? You can celebrate your new found friendship with Violet over a meal and some games." Ceres suggested.

Penny happily nodded. "I will love to join you for a meal." Penny said with a smile.

Soon, Ceres and Violet with their newest addition, Penny, made their way to the nearest food stand to celebrate their new found friendship and enjoy the little time they had.

* * *

 **6 hours later…**

"Thank you for the cotton stuffed bear. I appreciate the gift!"

For most of the afternoon, Penny accompanied Ceres and Violet to eat lunch with them. Then afterwards the trio walked around the festival to enjoy the attractions.

Penny had the upmost pleasure of participated in numerous games with both Ceres and Violet, her newest friend. Though it was unfortunate that her first and bestest friend Ruby wasn't here to enjoy the festival with her, Ceres and Violet.

Speaking of Ceres, Penny looked over to the stoic alien in disguise. Penny met Ceres around a month ago during the dance that she was allowed to attend.

She wasn't at first allowed to go to the dance, but fortunately she asked her father and Ironwood 32 times each before they allowed her to attend.

She read somewhere that constant reminders and demands of your needs and wants is how normal human teens live and survive. Strange, but it did work in the end.

However, Ironwood strictly ordered her not to mingle with any of the other patrons of the dance and that she will have two escorts during the entire event.

She was of course disappointed, that meant that she wouldn't be able to make any new friends or spend time with Ruby at the dance. However, she was content on attending and enjoying the dance like a normal girl would.

And it was during this dance that she met Ceres. Though their meeting was more "shocking" then she would've liked.

That night at the dance, secrets were shared and promises were made. And finally a friendship was born from a mutual understanding between the both of them.

Since then, Penny had been meeting Ceres in secret due to Ironwood forbidding her from meeting anyone outside of the Atlas Military, especially Ceres. Fortunately, Ceres always seems to find her wandering around Vale alone or with her escorts around Beacon Academy.

Penny liked Ceres. Like her, he wasn't human, but a strange being in a strange world filled with strange things. However, unlike her, Ceres is the complete opposite.

While she herself is curious and constantly seeking to fit into human society in order to make new friends, Ceres is calm, stoic, and reserved, only talking to those he knows personally and only talking to strangers when needed.

How does Penny know this, well Ceres simply told her when she asked in one of their get togethers.

She always enjoyed being in his company. Each and every time they would meet, Ceres would teach her, in his words, "to enjoy life."

Like what they did the past six hours, enjoying the festival by playing games and winning cotton stuffed animals, like the stuffed bear she is currently holding in her arms.

She always wondered why humans were attracted to stuffed animals, now she felt she knew the answer.

Ceres won the stuffed bear for her in a Grimm dart gallery game. The vendor manager begged Ceres to leave with only a stuffed bear after he hit all the Grimm targets, winning him all the prizes.

That wasn't the only game they played, Penny won Violet a stuffed snake after a game called 'Ring the Bell.' A strange game where you use a large hammer to launch a metal projectile up a large scale to try and ring the bell at the top.

Penny tried the game. Soon after the game manager gave her a stuffed snake and written her name underneath a ban list, right underneath a person named Nora Valkyrie.

She did apologize for destroying the game. Hopefully they can find that bell.

Speaking of Violet, she is currently sleeping on Ceres's back, Ceres has to carry her on his back as they walked through the festival grounds, the stuffed snake wrapped around the little girl's neck as a make-shift pillow.

Ceres gave Penny a small smile. "Your welcome Penny. And thank you for giving Violet the stuffed snake." Ceres replied, readjusting the sleeping faunus on his back.

Penny giggled. "I always wondered why people liked stuffed depictions of animals and Grimm. Weird isn't?" Penny questioned curiously as she held the stuffed bear out in front of her as if it's going to give her the answer.

However, unlike the stuffed bear, Ceres answered. "Yes it may seem strange. But humans are generally strange as a species, able to turn the strangest of things into their own liking." Ceres said as they kept walking through the festival grounds.

Penny nodded in understanding. "I see now… I still have a lot to learn if I want to fit in with normal people." Penny said as she hugged the bear to her chest once again.

Ceres shook his head. "You shouldn't worry about something so trivial. Just continue making friends and one day you will find yourself accepted by those around you. Take Ruby for example." Ceres said, his tone calm with a hint of seriousness.

Penny smiled and nodded. "Yes, I see what you mean Ceres. Ruby is a great friend. The greatest friend that anyone could ask for. She is the one that told me that I have a heart and soul, even though I don't have any squishy guts like regular people." Penny explained, her smile beaming at the memory.

Ceres nodded. "Yes I agree. And like I said, humans are strange. They can take the strangest things and make it into their own liking." Ceres explained, repeating what he said earlier. Soon a comfortable silence descended between the both of them. Only the sounds of the fair and the excited conversations of the people surrounding them can be heard.

As they made their way through the fairgrounds, Penny's smile slowly dropped.

Ceres noticed this. "Penny. What's the matter?" Ceres asked, his tone calm but also concerned.

Penny hesitated. Should she tell him? Or should she just leave it for now?

However, like Ruby, Ceres is her best friend. And friends always tell one another about their worries or problems.

So after a moment of hesitation, Penny stopped in her tracks as Ceres did the same. "Ceres… you're my friend… right?" Penny asked almost nervously.

Ceres nodded. "Yes."

"And Violet… she's my friend as well?" Penny asked, looking at the sleeping girl.

Ceres looked over his shoulder towards the sleeping Violet. Said girl is currently drooling on her snake.

Ceres smiled before returning his attention back at Penny. "I'm confident that she is." Ceres answered.

"And Ruby… is my friend." Penny said mostly to herself but with slightly more confidence.

Ceres frowned. "What's wrong Penny?" Ceres asked, his tone serious and to the point.

Penny closed her eyes before opening them, making her decision. "I… I want to stay at Beacon. With Ruby, you, and Violet. I want to make more friends that will accept me for who I am. But… but…" Penny try to explain, her voice filled with both sorrow and worry.

All Penny ever wanted was to be accepted by those around her, to be a normal girl. Thus the reason why she seeks friendship with the most unlikely of strangers in order to hopefully be accepted and become a normal girl.

However, in the eyes of the Atlas Military, she is no more than a weapon. A highly valued weapon that can possibly change the war between humanity, the faunus, and the Grimm.

With such high value on her head, it is nearly impossible for Penny to simply leave the Atlas Military, much less make her own decisions. She is far too valuable for the Atlas Military to simply let go, and Penny knew this very well.

Ceres frowned. "But the Atlas Military won't let you simply leave." Ceres said, confirming her fears.

Penny nodded. "Yes. Ironwood made it very clear that after the Vytal Festival, I would return to Atlas for further training. And I don't want that." Penny said with a slow shake of her head.

Ceres nodded in understanding. "I see… and I'm guessing your father can't do anything about it?" Ceres asked, he has an idea as to why.

Penny nodded. "Unfortunately, he works for the Atlas Military and even though he did build me, it was Ironwood who gave him the necessary funds and materials to do so. So in short, I'm the property of the Atlas Military." Penny explained with a sad smile.

Penny knew her situation is indeed troublesome. In order for her to break away from the Atlas Military she needs not only considerable influence and approval within the Atlas Council, but also the unconditioned approval of Ironwood. Something that she will never receive.

With no possible support from her father or anyone from Atlas for that matter, Penny's situation is indeed quite problematic for her to handle alone.

She desperately needed help.

*sigh* "I understand. I'll see what I can do about your problem." Ceres said suddenly.

Penny's eyes widened. "B-B-But how? Ironwood will never let me leave! And your reputation among the Atlas Military here in Vale is not the best. They will never let me leave." Penny said in a dejected tone.

However, Ceres didn't seem perturbed. "Do you forget who you are talking to Penny? I have a plan, one that will persuade Ironwood to letting you stay here in Vale." Ceres explained. However, Penny still looked uncertain. "But Ceres. I-"

"Penny!" Ceres said, cutting off the orange haired girl. Penny watched as Ceres readjusted his hold on Violet, now supporting the still sleeping girl with his left arm he as he placed a reassuring hand on Penny's shoulder.

"Penny. I come from a place where a loyal friend is nearly impossible to come by. A friend that will look after you and help you unconditionally when needed. Since coming to this planet, I made such friends, and I promised myself to look after them and this includes you. I do not take our friendship lightly Penny, we have many things in common and I enjoyed the times we spend together. So I promise you this. By the end of the Vytal Festival, you will not be going back to Atlas, you will stay here with Ruby, me and Violet to make more friends. This I swear it." Ceres explained with strict conviction.

Penny was no less shocked, but if there's one thing about Ceres that Penny learned in all the times they met in the past is that he is very reliable. He never breaks a promise and will always see a promise fulfilled to the end.

Finally, Penny gave Ceres a beaming smile before hugging him, being mindful of Violet. "Thank you Ceres! You're one of the greatest friends I ever had!" Penny exclaimed with glee.

Ceres chuckled as he patted her back in return. "Your welcome Penny."

However, much to Penny's displeasure, Ceres broke the hug as he stared at something behind her. "Unfortunately, it's time for me to leave." Ceres said, nodding to something behind Penny.

Penny turned and saw a familiar blue beret teen making her way over to them.

"Oh, Ciel is here. It looks like you have to go." Penny said with a somber expression.

However, Ceres smiled. "Don't worry Penny. We'll meet again soon. But next when we meet, It'll be with Ruby." Ceres said as he started making his way through the fairgrounds and towards Beacon Academy.

"Ceres!" Penny shouted as her lab coated friend turned and met her gaze.

"Thank you!" Penny stated with a wave. Ceres smiled and nodded before resuming his trek back to Beacon.

As Penny watch Ceres carrying Violet disappear into the crowd, her escort, Ciel, soon approached her.

Penny met her blank gaze, possibly still under the influence of Ceres's mind control.

After a second, Ciel blinked and she simply stared at Penny as if nothing happened.

"Miss Polendina, why are you staring at me like that? And where is your hat miss?" Ciel asked.

Penny gave her escort her trademark smile. "I must've lost it while we were walking. *hic!*"

Ciel gave a curt nod. "Would you like me to fetch you another hat miss?" Ciel asked politely, her tone serious and strict.

Penny shook her head. "No that's okay. I'm sure I'll be fine without it." Penny said, still holding her smile.

Ciel gave another curt nod. "I understand. Now if there is nothing else, we should return back to the airship before it's-" Ciel looked at her watch.

"WHAT IN THE-! I apologize for my rudeness Miss but we MUST return to the ship IMMEDIATELY!" Ciel frantically said as she went to grab Penny's arm.

However, she stopped when she saw what Penny was holding in her arms. "Miss Polendina. May I ask, where did you get that teddy bear?" Ciel asked in a confused tone.

This time Penny gave her a genuine smile. "From a great friend."

* * *

 **Location: Beacon Academy, Dormitory**

After a long trek through the fairgrounds, Ceres is finally within the dormitory halls, making his way towards his team's dorm room with Violet still sleeping on his back.

As he was walking, he had some time to ponder to himself, but most importantly, to contact his Broodmother for an update.

What Galash reported was anything but pleasing. The cleansing of the continent was going slower than expected. The Grimm of the continent are quickly adapting to fight against the Zerg's usual tactics, and that there are an unusually high number of Grimm within the continent, as if they were reinforced with more forces.

This annoyed Ceres. Even though the Grimm by an evolutionary nature are still inferior to that of the Zerg, they still do learn from the mistakes of others and in turn become smarter and more cunning with their attacks.

For instance, Galash reported Greater Grimm variants using lesser Grimm as cannon fodder and meat shield while they and hundreds of other Greater Grimm variants out flank the Zerg, working with one another and playing on each other strengths to devastate the forces sent to eradicate them.

Also he had reports of hordes of Grimm in the thousands attacking his outer Hive clusters, overwhelming all forces and destroying the Hive in the process.

Overall the casualties were in the thousands, and he has already lost four of his Hive Clusters, albeit they were small and still developing, but Hive Clusters none the less.

This was not how the Grimm behaved at all, they were organized and using actual strategy to dominate his forces. Ceres knew very well that someone or something was personally directing them.

And he knew exactly who is leading them.

"… and don't think for a second that graduating means you're done. Every day out there is worth a week in this place."

A familiar voice caught Ceres's attention. Down the hall he sees none other than Qrow Branwen standing at the door of his dorm room, no doubt talking to whoever is in the room before leaving.

"You two, you're going to go far. But only if you keep learning. If you never stop moving forward." Qrow wisely said as he turned away from the entrance way to leave.

Only to meet Ceres.

There was a brief moment of silence as the two stared at one another. Qrow's hardened eyes bored into Ceres's own, as if he was trying to discern something about Ceres.

Ceres didn't need to read the Huntsman's mind to know exactly what he's thinking. Qrow knew very well who Ceres truly is. No doubt Ozpin told him after his duel with Winter.

The seconds turned into minutes as the two of them are seemingly staring at one another in silence. The situation would've been more serious if it weren't for a certain faunus sleeping on Ceres's back.

*Yawn!* "Big brother… where are we?" Violet asked, completely ignorant of the situation she woke up into.

Ceres replied, breaking his gaze away from the older Huntsman. "We're back in Beacon. Were almost to our room." Ceres replied.

Violet rubbed her eyes, still tired. "I want to sleep…" Violet said in a tired tone as she soon slid down Cere's back and back onto the floor.

Ceres nodded. "Of course Violet. Why don't you go to our room? Ruby and Yang are in there, so you can sleep then."

Violet groggily looked towards Ceres. "What about you? Are you not coming?"

Ceres shook his head. "I need to speak with Ruby's and Yang's uncle for a moment. Go on ahead, I'll be there in a moment." Ceres explained in a calm tone. Violet suddenly realize the tall man standing just a few feet away from them, however, she can tell that the man seemed to be mad at her brother.

Violet looked back towards Ceres with a worried expression. "Are you in trouble?" Violet asked in a worried tone.

Ceres shook his head. "No I'm not. Now go on." Ceres said as he gently nudged Violet towards his dorm room.

Violet entered the room and closed the door behind her. Leaving both Ceres and Qrow finally alone out within the dormitory halls. Once again the atmosphere became tense as both the veteran Huntsman and the leader of the Zerg Swarm stared at one another.

Finally, the tension in the air was suddenly broken when Qrow gave Ceres a stern frown. "Ozpin told me about you." Qrow simply said.

Ceres raised an eyebrow. "Did he now? Did you also receive the answer to your previous question?" Ceres asked, reminding Qrow about the question he asked him after his duel with the eldest Schnee.

Qrow nodded. "That and more. I have to hand it to you, not many in this world can openly put that knuckle headed Ironwood down a peg or two. Well… you're not really from our world, are you?" Qrow questioned, his tone serious.

Ceres nodded. "True. However, I can tell you hold some animosity towards me. I would like to know why?" Ceres questioned, testing Qrow's resolve.

Instead of answering immediately, Qrow pulled out a drinking flask, no doubt filled with his choice of alcohol. "Oh believe me. An alien overlord that crash landed on our planet and placed into a team with my two nieces. Like any sensible uncle, I don't want you anywhere near here, much less near Ruby and Yang." Qrow then took a quick drink from his flask before continuing. "However… Ozpin and surprisingly Glynda of all people vouched for you. Hell, even Ruby and Yang vouched for you just a few moments ago. Though Ironwood had some choice words about your character." Qrow explained solemly.

Ceres nodded, he wasn't surprised. "I see. What else did you discuss with Ozpin and the others?" Ceres asked.

Qrow sighed as he took another swing of his flask. "Since you're on Oz's good guy list, I'll share. Good ol' Ironwood believes his forces and "pretty little ships" will be sufficient enough to handle whatever our enemies are planning for Vale during the Vytal Festival. But I'm sure you already knew that." Qrow explained.

Ceres shook his head. "If I knew, I wouldn't have asked. Against popular belief, I'm not omnipotent, even someone with my extraordinary abilities can still learn from others." Ceres explained.

"But you still can take over people's minds and do whatever the hell you want with them and they be none the wiser. That... is a dangerous ability." Qrow explained, his tone serious.

Ceres replied. "Where I come from, I need every advantage to dominate my enemies. I do not care if my opponents are ill prepared or weak. My Zerg do not care if their armies are ill prepared or weak. We shall show no mercy to any of those who dare stand in the way of the Zerg Swarm." Ceres explained, his tone deadly serious.

Qrow raised an eyebrow before shrugging. "Yeah you do have a point there. If one side is poorly prepared, the other will show no mercy." Qrow said.

"Is that why you detest the General and his method to keep the peace?" Ceres asked.

"You know it. What's your opinion about Ironwood?" Qrow asked, his serious tone laced with curiosity.

Ceres let out a small sigh. "Out of all the Generals and military leaders I had faced in the past, Ironwood's leadership and skill as a commander is questionable and possibly considered on par with some of the worst I have faced. However, his heart belongs to the people he is sworn to protect, making him better than many of the military generals or the equivalent I have faced in the past." Ceres explained, reminiscing his past conflicts.

Qrow raised a curious eyebrow. "Really? How bad was the worst?" Qrow asked curiously.

Ceres frowned. "He sacrificed and abandoned millions of innocent lives to establish his own power. Then manipulates his own people against those who would have sought to save those same innocent lives." Ceres explained, his tone stone cold.

Qrow nodded. "Now if you put it that way. I'm sort of glad that Ironwood isn't some tyrant who's greedy for power. Then again… if he was a tyrant, it would give me a very good reason to remove him from power. I'm sure old Oz could agree." Qrow said, rubbing his chin in thought.

Ceres nodded. "Agreed. But unfortunately that is not the case."

Qrow gave a short chuckle. "Yeah… how unfortunate…" The Huntsman then took another drink from his flask before returning it back into his shirt. "I'd love to stay and chat some more, but Oz got me doing some errands while I'm here. Take care. And if anything happens to Ruby or Yang, then Ironwood would be the least of your problems." Qrow said, his tone calm but serious.

Ceres simply nodded. "I'll tell you what I told Ozpin. They can look after each other. I'll only intervene when needed." Ceres explained before making his way past Qrow and towards his dorm room.

Qrow sighed. "Yeah. Oz told me you'd that. Just look after them alright. I'm giving you the benefit of the doubt here." Qrow asked once more, sounding tired.

Ceres looked over his shoulder and met Qrow's gaze. "I promise you. While I'm around, they will not be harmed." Ceres replied.

Qrow nodded as he turned and made his way down the hall as at the same time Ceres entered his dorm room. Both men pondering on their enemy's next move.

* * *

 **Location: Unknown**

A lone Blood Hunter can be found standing in the main deck of the Tal'darim fleet's only Mothership _._

The Blood Hunter goes by the name Khudaras, The Hidden Blade of the Ascendant.

Khudaras is currently observing the small base his master and his forces established. Over a thousand loyal followers of Amon, each working tirelessly to towards their ultimate goal.

Their revenge against the Zerg and the Cerebrate abomination that leads them.

Like his master and the rest who follow him, Khudaras holds a deep hatred towards all those who collaborated in the death of their god, especially the Zerg and the traitorous Alarak. Like most of the Tal'darim below, Khudaras followed the Ascendant Naza'fel in the promise of revenge and power against their most hated enemies.

That is why they are here on this backwater planet, untold light years away from the Koprulu Sector. The base below was an excavating site. Hundreds of loyal servants of Amon and the Phase Smith slaves are working on repairing and reactivating the one weapon that will bring all those who dare stand before them down to their knees.

Khudaras was brought out of his self-pondering when he heard the unmistakable sound of someone teleporting onto the deck behind him.

Khudaras turned and immediately kneeled, knowing exactly who just arrived. **"Master Naza'fel. I trust the meeting went well?"**

Naza'fel gave the Blood Hunter a look of indifference. **"It went as I have expected. The Primal Zerg will cooperate with us… for the time being."** The Ascendant explained, already suspecting betrayal.

" **And the Blood Hunters I sent with you?"** Khudaras asked.

" **Dead. They'd made perfect test subjects like you said."** Naza'fel replied. Khudaras nodded as he stood. **"Good. They were a thorn on my side since the beginning."** Khudaras explained in an annoyed tone. **"But once again I find myself concerned with your decision to involve the Primal Zerg."** Khudaras stated. The Blood Hunter's eyes bored into Naza'fel's, who is currently making his way towards Khudaras. **"The humans are one matter. However, the Primal Zerg are nothing but a pack of wild savages. What use are they to us and our revenge against the Zerg Abomination?"** Khudaras questioned almost accusingly.

Naza'fel stood beside the Blood Hunter as he stared seemingly to the base below him. **"Khudaras. You fail to see the use of the Primal Zerg and the one advantage the Abomination and his Zerg Brood have over us."** Naza'fel turned his attention towards the Blood Hunter. **"Numbers. For all our might, our forces cannot hope to match the sheer numbers of the Zerg. However, the Primal Zerg are the answer to this."** The Ascendant explained as he looked back towards his excavation site.

He continued. **"Though the Primal Zerg are nothing but savages, they all have one thing in common. Their thirst and hunger for essence. It's what drives them to hunt, to kill, to multiply, to survive and become the ultimate predator."** Naza'fel explained.

" **And you manipulated them by appeasing their Alpha's thirst for essence with a bountiful target. Clever."** Khudaras complimented, realizing his master's plans.

" **Yes. And the promise of consuming the Zerg Abomination, as you said, made for an irresistible target for our Alpha. That is why I had sent the "Alpha" onto that planet in the first place. The Primal Zerg are easy to manipulate and has already an army to match against the Zerg."** Naza'fel explained, pleased at how his plans are working out.

From the beginning, even before sending the Zerg Abomination to that planet away from the rest of his Zerg Swarm, Naza'fel saw use in the Primal Zerg and their hunger for powerful essence. The Primal Zerg are just as tenacious and dangerous as the Zerg Swarm. If given time the Primals can easily overrun and consume all those in their path.

That is why Naza'fel took a powerful Primal Zerg straight from Zerus and transported it onto the planet of Remnant. Knowing very well it will grow a powerful army in such a bountiful world filled with new essence.

However, Khudaras mind was still filled with doubt. **"However, if the Alpha and his pack consumes the Abomination's and his Brood's essence, then the Primal Zerg will become more powerful and will no doubt betray us."** The Blood Hunter pointed out, questioning his master's plan once again.

Naza'fel frowned. **"You forget our goal. I will be the one to strike down the Abomination! The Primal Zerg are nothing more than meat shields to hold against the Cerebrates' armies. Our ultimate weapon will more than enough to wipe out the Abomination's army and any of the pathetic humans and animals that dare to stand in my way."** Naza'fel said in a dangerous tone as his glowing red eyes glared into the Blood Hunter's own.

Naza'fel then turned his attention back towards the excavation site below. **"Speaking of our weapon. Is it operational?"** Naza'fel asked in a commanding tone.

Khudaras shook his head. **"Not at the moment. However, the repairs are almost complete. The ship, though highly advanced, is old and needs numbers that we do not currently have in order to run it at full capacity. We have drawn any spare hands from our fleet to operate it, however, that is still not enough."** Khudaras explained.

Naza'fel frowned, annoyed by this predicament. **"We don't need it to run at its full capacity. I just need it to move and fire it's weapons when needed. Have the Phase Smiths start building probes and A.I's to replace the numbers that we need to operate this ship to its full destructive capability. And draw every Tal'darim from our fleet that is not operating the Mothership. All we need is the weapon before us to annihilate the Cerebrate and his Zerg Brood."** Naza'fel ordered in a stern tone.

Khudaras bowed his head. **"I will see this done immediately, my master."**

Naza'fel nodded. **"Good. Then get to it."**

The Blood Hunter was immediately teleported out of the main deck. No doubt to carry out the Ascendant's orders.

Now alone, the lone Ascendant turned his gaze back to the excavation site before him. His base surrounding the only visible part of his ultimate weapon.

The head of an ancient Arkship.

" **My vengeance is near. Soon I'll have the head of all those who killed my master and rule this galaxy in his name."** Naza'fel said as his eyes burning with hatred.

* * *

 **Location: Vale, Amity Colosseum**

Ceres watched as Penny slammed both Russel Thrush and Sky Lark down back onto the ground. The boulders said teens were holding onto for cover were systematically smashed into pieces, leaving both teens of Team CRDL groaning on the arena floor in obvious pain.

Soon enough the alarm blared off, signaling the end of the match.

" **And victory goes to Penny and Ciel of Atlas."** Oobleck announced, the audience cheering loudly for the victors.

Ceres watched how Penny bowed to her defeated opponents and thanked them for the match. He couldn't help but noticed Penny's overall mood during the entire match. Though Penny has always carried out any given task with positive eagerness, Ceres noticed that she was particularly more eager and excited during the entire fight then usual, her smile seemingly more genuine then something that was simply programed into her personality.

There was no doubt in Ceres's mind that the promise he made with Penny the day before had something to do with her positive behavior. Now the robot in disguise is absolutely beaming with positive energy.

As Ceres watched as Penny and her escort, Ciel, started making their way towards the exit. Ruby sitting to his right quickly jumped out of her seat and rushed towards the same exit.

"Where's that dunce running off to now?" Weiss stated in her usual annoyed tone.

"She's most likely going to meet Penny. After all, they are friends." Blake answered.

Weiss gave an exasperated sigh. "Why would she befriend such a strange person as Penny is anyone's guess." Weiss said, pinching the bridge of her nose.

"Hey hold up Ice Queen. Didn't you see what Penny just did? She kicked some serious butt in that match!" Yang excitedly said as she punched the air in front of her for emphasis.

Weiss gave the blonde brawler a scolding glare. "First of all, she was against Russel and Thrush, who, mind you, can't fight against a toothpick to save their lives. And secondly, she's from Atlas, it's expected from their students to excel above and beyond the average student." Weiss explained, her voice filled with pride.

Yang gave a dismissive wave. "Pffft! So what? I bet I can take any of those Atlas know-it-alls with one arm tied to my back! Right Ceres?"

Ceres didn't bother to look at Yang. "Whatever you believe that will bring you the most satisfying victory. Just watch you temper if you find yourself on the losing end." Ceres replied with a tone of indifference. While Yang was trying to set Ceres's head on fire, Ceres looked over to Violet sitting in the seat left of him.

The purple haired faunus is happily munching on a large chocolate bar that Ceres bought for her. Apparently Violet never tasted chocolate or most common human sweets due to the rarity of such treats within her village.

They did have a brand of sweet lemon juice however. Something Ceres took the upmost caution to dispose of when his Zerglings discovered an entire stockpile of it.

It was nothing but a disaster waiting to happen.

Violet soon broke out of her chocolate nirvana as she noticed Ceres staring at her.

"Big brother?" Violet asked curiously, her mouth covered in chocolate.

Ceres gave Violet a small smile as he nodded towards her chocolate bar. "Are you enjoying your treat?" Ceres asked kindly.

Violet happily nodded her head. "Yup! Thank you for the chocolate! It's delicious!" Violet answered with a happy, chocolate covered smile.

Ceres chuckled. "Just don't eat all of it. Save some for later. Don't want to ruin your appetite now do we?" Ceres said as he pulled out a spare napkin from his pocket and started wiping Violet's mouth, much to the little girl's displeasure.

"Mphky biff bother!" Violet mumbled through the napkin.

Once Ceres finished wiping her mouth, he then noticed his team's sudden silence as he turned to where they were sitting.

What he saw was all three girls trying to hold in their laughs.

Ceres raised an unamused eyebrow. "Get on with it."

Yang immediately started laughing as both Weiss and Blake chose to giggle. "Oh my gosh! You're spoiling Violet like a doting dad! That's soooooo cute!" Yang teased in obvious excitement, much to Ceres's ire.

Weiss spoke next. "Don't be ashamed Ceres. Being a caring father is a great trait for any man." Weiss complimented, however, her smile portrays her hidden amusement.

"Why Weiss? Are you perhaps being interested in being "Mrs." Kerrigan by any chance?" Blake quipped, earning an angry glare from the now blushing heiress.

Before Weiss could retort, Violet suddenly spoke. "Big brother? Are you going to marry Weiss?" Violet asked innocently.

At this point Weiss's entire face was beet red as Yang gave Ceres the largest, toothiest, smile he has ever seen on the blondes face. Blake on the other hand gave him a knowing but cheeky smirk.

Fortunately for both Ceres and Weiss, something interrupted them.

" **Our next match will begin in 15 minutes!"** The unmistakable voice of Professor Port announcing to the audience.

Immediately Ceres stood from his seat. "Weiss. It's time for us to leave." Ceres said, his tone turning serious.

Weiss immediately stood. "R-R-Right!" Weiss stuttered, wanting to desperately avoid the previous conversation.

"Good luck big brother!" Violet said, earning a smile and rub on the head from Ceres.

Ignoring both Yang and Blake's teasing grins, both Weiss and Ceres made their way towards the arena locker rooms to retrieve their respective weapons.

* * *

After ten minutes of preparations (mostly on Weiss's account) both Ceres and Weiss are standing and waiting for their opponents on the middle platform of the arena.

There was a moment of awkward silence between the two, only the cheers and constant conversation among the vast audience can be heard. The silence was mostly awkward on Weiss's part; Ceres could care less what happened just ten minutes ago.

After what felt like hours Weiss looked towards Ceres and spoke. "Ceres… about what Violet said…"

"Don't let it bother you. And my answer is no." Ceres replied curtly.

Weiss sighed in relief. "O-Of course! I mean… you are a good friend, but I just want you to understand that-"

"Weiss. I understand. Now focus on the match ahead. We'll be facing a team from Atlas, what can we expect?" Ceres asked, changing the subject.

Weiss quickly turned her attention forwards. "Well, seeing as their kingdom, academy, and armed forces are all merged as one, I think we can expect strict, militant fighters with advanced technology and carefully rehearsed strategies." Weiss briefly explained.

However, before Ceres could reply, a rainbow blur sped past them before stopping right beside an unknown teen right across from them.

Standing just a few meters across from them on the other side of the platform are two teens, however, their appearances are not what Weiss or even Ceres expected.

The one standing across from Weiss is a young, dark-skinned teen male with dark brown eyes. He's wearing rectangular sunglasses and a dark fedora with a blue trim on his head, as well as an earring on his right ear.

He is also wearing a dark vest over an untucked white dress shirt, with a loose tie wrapped around the collar. Completing his attire is a pair of dark dress pants, silver dress shoes and a dark glove on his left hand.

In his hand is no doubt his weapon of choice, a grey trumpet. Ceres can only guess what it can potentially do.

The one just across from Ceres is a young girl with a light complexion. She has green eyes and moderate red-orange hair done up in four ponytails with light blue streaks in her bangs.

Her outfit has a large range of bright colors. She wears a light blue cropped tank top on top of a dark purple bra, dark purple short shorts under a pink combat mini-skirt and white belt with a yellow winking smiley face on the buckle. Two buttons are fixed to her tank top above her right breast, one purple with a cat design and another green one with a heart.

She also has a white cat bell collar around her neck, a pair of bracers on her arms and pads on her shins and knees. She wears red roller blades; no doubt is how she manages to move so fast. A tattoo of a shooting star with a red, green and yellow trail winds around her right arm.

However, unlike her partner, this girl is a faunus. Ceres can see a distinct cat tail covered in pink fur coming out from her rear. And her weapon of choice is what appears to be a single dull grey nun chuck contrast to her colourful attire, which she is currently holding in her right hand.

While Weiss was stunned at the "unique" apparel of the two Atlas students before them, Ceres's own shock lasted only a fraction of a second before adopting a more stoic expression.

Weiss's stunned state soon wore off. "Or… whatever they are." Weiss said uncertainly towards Ceres.

Ceres didn't reply.

"Hey!"

Weiss looked over towards the boy with the trumpet.

"You're Weiss Schnee, right? The heiress." The unnamed teen asked in a friendly tone.

Weiss gave him a polite smile. "I am."

The boy continued. "I take it you're pretty good with dust, then."

Weiss smiled bashfully. "I do my best."

The unnamed teen nodded. "Yeah! My dad was good too. Owned a little dust shop of his own… 'til your father's company ran him outta business." The boy finally said, glaring resentfully at Weiss.

Ceres watched as Weiss's previous mood dropped to one of genuine hurt. "Oh. I'm sorry to hear that." Weiss apologized in a glum tone.

However, the unnamed boy would have none of that. "Sure you are!" He said, almost mockingly.

Ceres frowned. He knew very well that Weiss's father and the company he runs are notoriously infamous among both the faunus community and the other kingdoms. And like any powerful company, the Schnee Dust Company seems to be also also ridding themselves of any competition, no matter how small they are.

However, this does not excuse the boy's behavior towards his teammate. Even though it seems rightly justified.

Ceres turned his head towards a down trodden Weiss. "Weiss. Ignore him. He's simply trying to-"

"He's simply trying to~!" Someone mockingly repeated, poorly imitating his voice.

Ceres turned his attention towards the pink tailed faunus. "That's what you sound like!" The girl said as if it was the most obvious thing in the world.

Ceres met her gaze for a brief moment before turning back to Weiss, continuing his previous conversation. "Ignore what he said. He's simply trying to-"

"Hey! Where did you get that geeky looking lab coat from!?" The girl asked. However, Ceres simply ignored her. "-rile your emotions. You need to keep focus and remember, you are not your father." Ceres said, earning a smile from Weiss.

"Thank you Cer-"

"Have you two tried rollerblading!? It's super fun! Especially you Schnee girl! You'd be good since you're not so… top heavy!" The rollerblader said.

Immediately Weiss turned to the feline rollerblader with an expression of pure fury. "EXCUSE ME!" Weiss shouted out in anger.

Ceres internally sighed. _'So much for being calm…'_ Ceres thought to himself. Fortunately for him, the arena just finished the randomization process as the surrounding area soon changed into four different sections.

The section behind their opponents was filled with molten rock and lava geysers. The section to their right is a desert terrain, much like Ceres's fight against Team NDGO. The section behind Ceres and Weiss is a terrain much like the first, but instead of lava it's instead filled with water geysers. And the last terrain to Ceres's left is what appears to be urban ruins of collapsed buildings and concrete walls and metal railings.

This just shows the diversity and technological prowess that the Amity Colosseum can provide.

" **It's Ceres and Weiss of Vale! Versus Flynt and Neon of Atlas!"** Professor Port announced, riling a cheer from the audience.

Ceres stood stoically like always while Weiss prepared herself for a quick engagement as their opponents did the same.

Professor Port then started the count down. **"Three!"**

Ceres tensed his legs as Weiss readied her rapier.

" **Two!"**

Across from them, the now named Flynt stood calmly, trumpet ready in hand as his partner, Neon, adopted a running stance.

" **One!"**

Ceres remained calm, his face betraying no emotion. Weiss tensed herself for the coming fight, however, she was thrown off when Neon gave her a smirk of victory as Flint took a deep breath.

Ceres knew exactly what's going to happen next. "Brace yourself."

"Wha-" However, it was a moment too late.

" **BEGIN!"**

Just as the match started, Flynt blew into his trumpet as visible soundwaves shot out from his trumpet directly towards Ceres and Weiss.

Both Ceres and Weiss were immediately engulfed in Flynt's attack, forced to hold their ground or risk being blown away. Ceres braced himself against the trumpet wielder's attack, bracing both arms in front of him as he cemented his foot firmly into the ground, the bottom end of his lab coat flapping wildly behind him.

Weiss fared no better as she was forced onto her knee and had to summon a glyph in order to keep herself from flying away.

Unfortunately for Ceres, the faunus started rollerblading into Flynt's attack and used the force of the sound waves to charge straight towards Ceres.

Being suppressed by Flynt's attack, Ceres had no choice but to jumped back, dodging the girl's attack. Unfortunately, Flynt's sound waves forced Ceres straight into the urban section of the arena. Leaving Weiss alone to deal with Flynt.

As Ceres got his bearings of the situation, his instincts flared as he immediately rolled to the right, dodging a rainbow blur. Now in a crouched position, Ceres finally got his bearings as he sees his opponent, Neon, skating around the ruin structures, expertly maneuvering through the broken ruins before speeding towards Ceres with a confident smirk.

Ceres remained stoically calm as he quickly dodged an attack meant for his head. He had to immediately step to the side as a rainbow blur sped past him, barely dodging the girl's second attack.

For the next few seconds Ceres was dodging his opponents' barrage of quick hit and run attacks, multiple times he was forced to block said attacks. Neon blurred past him multiple times in speeds that rival's a charging Zealot, however, unlike the average Zealot, Neon was expertly maneuvering and attacking Ceres on all sides at a relentless pace. Each time taunting Ceres.

"Over here~!" WHOOSH!

"No here~!" SWISH!

"Now I'm here~!" SWOOSH!

"Catch me~!" WHOOSH!

"Try to keep up~!" SWISH!

"To fast for you~!?" SWOOSH!

"Miss me~!" SWISH!

Through all of this Ceres could hear the occasional blaring of a trumpet in the distance, no doubt Weiss was fighting Flynt.

Finally having enough, Ceres ducked Neon's last attack as he immediately threw a throwing knife at the ground, seemingly missing his target. However, this was all intentional as seconds later a rainbow blur sped over the knife as Neon yelped out in panic, tripping over the knife as Ceres predicted. Throughout the entire barrage of attacks, Ceres was analyzing Neon's movements and predicted where she was going to be next.

Due to how fast she was moving, Neon tumbled painfully across the ground until finally crashing into a concrete wall, shattering it and burying her underneath the rubble.

" **OH looks like Neon took quite the tumble there!"** Oobleck announced.

Now with a moment of respite, Ceres took this time to peek at the overhead.

Currently he lost a mere quarter of aura while Neon almost lost a third of her aura. However, Weiss on the other hand also lost a quarter of her aura while Flint lost almost half.

Ceres was about to resume his duel with Neon when he suddenly heard what sounded like multiple trumpets blaring at once.

" **What's this?"**

" **It appears young Flynt has activated his Semblance, and quite a remarkable one at that."** Oobleck explained to the audience. Ceres quickly looked over towards where Weiss was and saw what Oobleck meant.

Standing in the lava terrain is what appears to be four exact clones of Flynt standing side by side. The only difference between the four were the different coloured ties and fedora bands they are wearing.

Oobleck continued. **"Ladies and gentlemen! Feast your eyes on Flynt Coal's… Killer Quartet!"** Oobleck announced as all four Flynt's brandished their fedoras as they morphed back into the original Flynt.

Ceres frowned as he looked back towards the screen board, now seeing that Weiss lost more than half her aura in that single attack.

He needs to assist her.

Just as he was making his way towards Weiss, his instincts flared.

"Aren't you forgetting someone!?"

Ceres reactively brought up his left arm to block the incoming attack. A bright blue blur hit his arm, suddenly his forearm is encased in a block of ice.

Neon then used this moment of distraction to quickly hit Cere's right leg, right shoulder, and a final hit to the face in a rainbow blur of attacks, encasing said parts in complete ice.

Neon then started skating lazily around Ceres, spinning her now neon blue nun chuck almost tauntingly. "Wow! If you were slow before. You're definitely frozen stiff now! Get it? Because you're covered in ice!" Neon joked, giving Ceres a mocking grin.

Ceres didn't reply as he simply stood on the spot, his arm, leg, shoulder and half of his face is encased in ice.

However, his expression didn't betray an ounce of emotion, though his stoic eyes portrayed his message very clearly. Something that his opponent was completely ignorant to.

The pink tailed faunus laughed. "What!? Cat got your tongue? Well sorry, I would loooove to play some more but this is actually getting boring. Soooo I have to end this a bit early. No hard feelings right?" Neon asked, her tone far from apologetic.

Neon then charged straight at Ceres at blinding speeds, her glowing nun chuck spinning in her right hand for the finishing attack.

However, just as Neon was about to land the final blow on Ceres's face. In a blink of an eye Ceres dodged the attack and smashed his left fist into the rollerblader's stomach, simultaneously shattering the ice on his arm by the sheer force of the attack and sending Neon crashing against another concrete wall.

Neon hacked and gagged for air, fortunately her aura took the brunt of the sudden attack but she still felt how powerful it was. However, just as the pain was fading away, she saw Ceres flying towards her at incredible speeds. Neon rolled to the side barely dodging Ceres right leg as he completely smashed into the concrete wall where she was just laying against just moments ago, shattering the ice encasing his leg.

Now both arm and leg free from their icy casing, Ceres stared down at the faunus, her expression filled with shock as she quickly stood back up, albeit shakily.

Once the faunus was back on her own two feet, Ceres simply smashed the ice off his left shoulder and ripped off the ice encasing the right side of his face, stripping off some skin and flesh without so much as a grunt.

" **Youch! That must've hurt!"** Port commented

" **Once again, viewer discretion is advised!"** Oobleck announced.

This act clearly horrified both his opponent and the audience as they watched the wounds on Ceres's face immediately heal, leaving absolutely no traces of it ever happening.

At this point Neon's was stone stiff. Her eyes widened with terror.

Ceres met her gaze with a cold gaze. He then took one step-

Then Neon sped away.

* * *

Neon sees herself as a positive person.

She always wakes up in the morning with a bright smile and an overly positive attitude. Especially being trained in one of, if not, the most prestigious and strictest Huntsmen Academy in all of the four kingdoms.

In a school such as this, there are VERY few people who would like to just simply hangout and party till the crack of dawn. Luckily for Neon, she was teamed up with possibly the most fun and chill group in all of Atlas Academy.

Yup, that's Team FNKI for you.

However, even then she still has to follow the academy's super strict guidelines and rules or face severe consequences.

And when she means severe, she means 100 push-ups, 100 sit-ups, 100 squats EVERYDAY severe.

Yeah… her school is not really all that chill.

So in such a hard boiled academy, she made it her personal mission to gather all those who are:

A: Awesome. Or B: Chill enough to hang out with.

So that's why Neon usually tests people's "annoyance tolerance levels." To see whether or not they are stupidly strict and serious like some of the students at her academy, or normal and try to maim her.

And that is why she wears rollerblades. Both fun AND a great way to escape being strangled. (Though there were a few close calls).

So far she met her fair share of either "super serious and no fun allowed" people. Or "super cool and totally want to hang out with" people.

So when she heard about Ceres Kerrigan, the so called "The Monster of Beacon." She thought he must be a very powerful (and possibly badass) guy in order to get an awesome title such as that.

However, when she actually watched his matched against the four girls from Vacuo, (who, by the way, are super chill. Except Nebula, she's too serious) Neon was disappointed.

Ceres was SOOOO serious that he doesn't even have the time to even feel pain. However, his match was still awesome though.

So when the big screen showed that she and her BFF/team leader Flynt was going to face Ceres. (And that Schnee chick. But who cares about her?) Flynt became serious.

And she means serious, SERIOUS.

Flynt warned Neon to be very careful of Ceres and shouldn't face him alone without him. But what does he know? Neon (almost) outran Winter Schnee that one time she met her. If she can outrun her, then Neon can easily skate circles around a guy who is soo serious that he doesn't even bother to move a single foot to attack anyone.

Neon thought to herself _"I can take him easy! And while I'm at it, I'll try to rile him up, to see if he snaps and throws the entire fight!"_ Or something along those lines.

Sound proof plan.

Now the match was well under way, and Neon executed her plan with a confident smile.

Three minutes later Neon is currently running for her life, no longer smiling.

From what you may ask? Why… from the man so serious he became the incarnate of death itself.

That's how serious (and horrifying) Neon's situation is.

"Nevermissabeat! Nevermissabeat! Nevermissabeat! Nevermissa-"

" **Found you."**

"BEAT!"

Neon ducked, barely dodging a back-fist from Ceres as said fist smashed and demolished a nearby wall.

Neon kept on skating, her heart was beating a hundred miles per minute as she dared not to look behind her, lest she's caught by her relentless pursuer.

As she vaulted over a metal fence, she heard sounds of exploding debris and the crunch of metal behind her. Reminding her that Ceres was literally just a few steps behind her.

Neon skated even harder.

Neon felt as if she ran an entire marathon around the arena, when in actuality she just skated around the urban ruins in a desperate attempt to shake of her pursuer.

She tried everything. Parkour, fitting through small gaps, uneven terrain, climbing, cutting corners, and even jumping over an 8 foot wall at one point. But no, nothing worked. Ceres either skillfully transverse his way through said obstacles or simply smashed through said obstacles.

It was like a horrifying game of Cat and Mouse. Where, ironically, she's the cat being chased by a mutated mouse bred from the deepest pits of hell to kill all things that breath.

Neon has never been more scared in her life then she is now.

"Never miss a beat! Never miss a beat! Never miss a beat!"

 **SMASH!**

"Nevermissabeat! Nevermissabeat! Nevermissabeat!"

 **CRUNCH!**

"NEVERMISSABEAT! NEVERMISSABEAT! NEVERMISABEAT!" Neon screamed as she frantically dove through a metal tube before resuming her frantic skating.

She suddenly found herself in the middle of the arena. An open area with no cover or obstacles to use to her advantage, this means only one thing for her.

Certain death.

She frantically looked around, desperately finding the nearest thing that can possibly save her from her pursuer.

Then her eyes landed on her partner Flynt.

Neon suddenly smiled, hope shining in her eyes. _'FLYNT! If I can get to Flynt, then we can both take care of-'_

However, her thoughts were abruptly interrupted when something smashed into her back and pinned her painfully onto the ground.

She knew very well who was pinning her as she frantically started flailing her arms and legs in a vain attempt to escape.

However, Neon soon froze in sheer terror as a steel blade extended right beside her head. The blade reflecting her horrified expression.

" **Oh! It looks like Ceres is going in for the kill!"** The portly man announced, much to Neon's growing horror.

As the blade slowly rose, Neon's head was suddenly met the cold hard ground as her captor held her head down with his free hand. However, this didn't stop her eyes from following the blade to its wielder.

The expression Ceres held was of cold indifference. As if he has done this many times before.

Neon closed her eyes, too terrified at what was going to happen next.

 **BWHOOOOSH!**

However, instead of feeling the cold steel of her executor's blade. She instead heard a loud explosion.

Her eyes shot open, seeing a gout of flame shoot up into the sky. And the arena alarm blaring amongst the noise.

* * *

Weiss steadily rose her head as she slowly regained her bearings. Her opponent's last attack hit her harder then she has expected.

As she her vision started to refocus, the first thing she saw was her weapon, Myrtenaster, lying on the ground just a few feet in front of her.

Weiss desperately reached out to her weapon, however, a single foot stamped on her weapon.

Weiss's eyes traced up the leg of the offending foot, her eyes soon meeting her opponent Flynt. Who is currently giving her a cocky grin, no doubt relishing in his victory over her.

Weiss's fist clenched in boiling anger. During her fight against Flynt, she had sorely underestimated the rude trumpet player. Every time she seemed to have the upper hand, Flynt would counter her attacks flawlessly, the last attack was a perfect example as such.

Now she can't do anything as she hopelessly watched Flynt raise his trumpet for the finishing blow.

" **Oh! It looks like Ceres is going in for the kill!"**

This seems to have caught Flynt's attention as he quickly turns his head towards the middle of the arena.

Weiss did the same, what she saw gave her some semblance of hope.

Her partner, Ceres, is currently pinning the very annoying girl, Neon, onto the ground with his knee digging painfully onto her back and left hand holding her head against the floor. What caught Weiss's attention the most was Ceres's wrist blade fully extended and raised in the air as the pink tailed faunus adopted a horrified expression.

There is no doubt in Weiss's mind that Ceres was prolonging Neon's imminent defeat. Ceres is pretty sadistic if Weiss had anything to say about him.

However, Weiss's moment of self-satisfaction was interrupted when she heard her opponent move. She quickly turned her attention back towards Flynt, seemingly forgetting about Weiss as he took a wide stance once again and activated his dreaded semblance.

Soon all four Flynt's are pointing their trumpets towards Ceres, the latter unknowingly within their firing range.

Weiss's eyes widened. _'He's aiming for Ceres! I can't let that happen!'_ Weiss thought panically. However, without her weapon there is little she can do to stop Flynt.

However, a bubbling lava geyser coincidentally in front of the original Flynt quickly caught her eye, said geyser was no doubt about to explode.

At that moment Weiss made her decision.

She quickly crawled up to her legs and tackled Flynt into the geyser. All she felt was an intense heat before her vision fading back to black.

* * *

" **It appears we have a double knockout on our hands!"**

Ceres halted his blade for the moment as he quickly turned his attention towards the gout of flames firing off into the sky.

" **In fact, it looks as though Miss Schnee's aura has been completely depleted. She sacrificed herself to take out Flynt!"** Oobleck explained.

Ceres's expression hardened as he sensed two signatures within the flames. One was faint. _'Weiss…'_

However, as for the other…

" **Wait a minute… what's this!?"**

The gout of fire soon died down, leaving a large cloud of smoke and ash. Soon enough, the cloud of ash dissipated. Revealing the lone survivor.

" **Ladies and gentlemen! Flynt Coal remains standing!"** Port announced as the crowd cheered.

Ceres frowned as he watched Flynt regain his bearings. _'It's seems Weiss's sacrifice was for nothing. However, she did manage to deplete him of almost all of his aura. I need to end this quick.'_ Ceres thought to himself as he once again raised his blade for a quick execution.

However, Flynt quickly brought up his trumpet and fired powerful waves of sound towards Ceres before he could eliminate Neon.

Ceres braced against the attack. However, this had the unfortunate side effect of him loosening his grip on Neon, one which she took advantage of and freed herself from his clutches.

As the soundwaves died down, Ceres stood from his kneeling position as he watches Neon frantically skating towards her partner in obvious panic.

"FLYNT! I'm so glad you're here! He's super scary and I can't face him alone! Please! You gotta help me!" Neon exclaimed as she hid behind her partner, her fearful eyes staring straight towards Ceres's own.

Flynt said nothing as his expression is one of aggravated anger, annoyance, and pain. No doubt still feeling the aftereffects of Weiss's last ditched attempt to eliminate him.

Ceres returned Flynt's expression with stern seriousness as he clenched his fists.

" **Ooh, it looks like Ceres is serious! And when Ceres is serious…"**

Ceres immediately brought out six throwing knives, three in each hand.

" **Nothing can stand in his way!"** Port finishes as Ceres threw his knives at his opponents.

Both Neon and Flynt barely managed to dodge the speeding knives. "Yo, Neon, go!" Flynt shouted as he fired another waves of sound towards Ceres. Neon once again skated right into Flynt's attack and charged straight towards Ceres.

Ceres stood his ground, his feet cemented firmly onto the ground as the sound waves engulfed him. As Neon approached, her confidence returned as she spun her glowing blue nun chuck and swung it right towards Ceres's head.

Unfortunately for the cat faunus, Ceres simply ducked underneath the swing while at the same time brutally clotheslining Neon with his right arm. The momentum of both her speed and his brief swing sent the pink tailed girl tumbling behind him.

Now with Neon momentarily out of commission, Ceres focused on his second opponent, Flynt.

Said teen kept playing his trumpet in a vain attempt to suppress Ceres. However, Ceres simply leaned his body forward against the sound waves and started walking towards Flynt at a steady pace.

Flynt's eyes widened as he immediately activated his semblance. Immediately the power of the soundwaves increased ten-fold as the Flynt clones started playing.

However, Ceres was not deterred. He kept his steady advance towards Flynt, his very steps now leaving small craters on the ground.

Ceres sensed Flynt's growing panic as he felt the sound waves becoming more powerful as Flynt was becoming more desperate.

However, as Ceres drew ever closer, he could sense that Flynt is growing more exhausted by the second. Forced to continuously play in a vain attempt to halt Ceres's advance.

Soon enough, the sound wave started dying down for a brief moment. One that Ceres took advantage of.

Immediately, Ceres tensed his legs and shot towards the original Flynt. Before the teen could react, Ceres brutally kicked the side of Flynt's head, smashing his sunglasses and sending him flying to the left colliding back into his copies.

As Flynt tumbled and crashed into the ground unconscious, the arena alarm blared. **"Ouch! Sour note for Flynt!"** Oobleck announced.

With Flynt officially eliminated, Ceres turned his attention back towards his previous opponent.

Neon's eyes widened before quickly skating away from Ceres. However, she unfortunately skated into the water geysers, the rocky surface of the terrain was not meant for rollerblading.

Ceres watched as Neon tried desperately to keep her balance while skating through the rough terrain. However, her luck ran out as she tripped over a particularly rough patch of rocks, sending her tumbling right into an exploding geyser.

"AAAAAAAAAAAAAHHHHHHH!" Neon screamed as she was launched high into the air by the exploding geyser.

It was at this moment Ceres sprang into action, literally leaping high into the air right towards the soaring Neon.

At the apex of her launch, Ceres spun his body mid-air and slammed his right leg down on the pink tailed faunus's head. Sending her crashing back into the ground creating a large crater as multiple geysers exploded with gouts of steaming water.

Ceres nimbly landed back on the ground as he then started straightening out his lab coat.

The arena alarm blared as the crowd cheered. **"And that is the match! Ceres Kerrigan and Weiss Schnee are the victors!"** Port proudly announced.

Ceres immediately made his way over to the lying form of Weiss. She was covered in black ash and soot, however, other than superficial wounds and aura exhaustion, she will live.

Ceres knelt down beside the heiress as he lifted her head up with his right hand. "Weiss. Are you awake?" Ceres asked.

There was a brief moment before Weiss slowly opened her eyes, her tired gaze meeting Ceres's own. "Yes I am… did we win?" Weiss asked in a tired tone as she coughed

Ceres nodded with a small smile. "Yes Weiss. We have won. The match is over." Ceres answered. Weiss nodded. "Good- *Cough!* *Cough!**Cough!*"

Soon enough, the rest of Team RWBY and Violet arrived as they immediately knelt beside Weiss with obvious expressions of worry and excitement.

"Good job you two! You guys did awesome!" Yang said with a smile.

"Big brother! You were so cool!" Violet shouted as she happily hugged Ceres around the neck.

"Yeah! But are you okay Weiss?" Ruby asked in a worried tone.

"You did take quite the risk of sacrificing yourself to save Ceres." Blake added.

Weiss nodded. "I'm fine Ruby. But… I'm may not be going to be singing for a while… you can say that I'm… burned out." Weiss said with a grin before suddenly coughing.

There was a brief pause before all of Team RWBY started laughing, Ceres chose to chuckle.

However, Violet was more confused then anything. "Big brother. Why is everyone laughing?"

Ceres replied. "Because Weiss made a joke."

Violet tilted her head. "And why is it funny?" Violet asked, still confused.

Ceres smiled as he turned his attention to the wolf faunus. "Is something you will understand when you're older." Ceres said.

Violet puffed out her cheeks in an angry pout. "Hmmph!"

Fortunately for Weiss, the colosseum paramedics finally arrived as they checked Weiss for any outstanding injuries. As they were doing this, Ceres noticed two other paramedic teams carrying off Neon and Flynt separately. Both teens are currently unconscious.

As Weiss's paramedics placed her in her own stretcher, Ceres as well as the rest of Team RWBY and Violet followed their black soot covered friend out of the arena.

* * *

 **Location: Beacon Academy, Dormitories**

Cinder watched through her tablet as Ceres was declared victor of the match against the pink tailed faunus and her trumpet wielding partner.

Cinder smiled as she shifted through another set of files that she managed to retrieved from the CCT Network, specifically through the academy's own database.

' _Everything is going as planned.'_ Cinder thought to herself as she momentarily gaze towards the other occupants in the room.

Her loyal subordinates, Mercury and Emerald, are currently preparing for the next phase of her plan. One that is crucial to the success of her plan and the downfall of Beacon itself.

Seeing as Mercury was doing untold amount of push-ups and Emerald going through the student roster. They were well prepared for the next phase.

As Cinder brought her attention back towards her tablet, a notification popped up.

"Oh!" Cinder stated, catching the attention of her subordinates.

"What?" Emerald asked. Always the first to come to her need, like any good minion.

Cinder shifted through the new files with a smile. "Oh, nothing. We're just going to be making a slight… hmm… alteration to the plan." Cinder explained.

"What does that mean?" Mercury asked.

"It means that this will be even easier than we thought." Cinder explained with a sinister smile as she observed the files on hand.

The files are a schematic of what appears to be a synthetic robot named P.E.N.N.Y. Someone that Cinder is very familiar about.

It seems the General was keeping dangerous secrets. Secrets that will no doubt change this world's view about Atlas if portrayed wrongly.

Cinder smiled as she brought her attention towards Mercury and Emerald. "You two. Get some rest, especially you Mercury. You have a big day tomorrow." Cinder ordered.

Both of her subordinates obediently nodded as they made their way towards their own respective beds. "Yes Cinder/You got it"

As Both Mercury and Emerald were tucking themselves in for the night. Cinder went through the files of Penny more thoroughly, trying to find any other leverage for her plans.

It was then she came across an interesting file.

 **System Storage.**

"Hmm… What could this be?" Cinder questioned as she opened the file.

Immediately the file had multiple videos. Each dated a month before and labeled differently, such as **"First time eating ice cream"** or **"Walking through Vale #12."**

Cinder immediately recognized these videos as the synthetic's own memories, something that Cinder will no doubt exploit.

Curious, Cinder shifted through the files of videos. Ignoring the useless ones and trying to find ones that has to do with anything about the General and his plans.

However, whoever kept track of Penny's memories seemed to have deleted anything to do with the Atlas Military itself since there are date gaps between some of the videos.

Cinder scowled, greatly annoyed by this. Before shutting it off however, her eyes caught something, something she hasn't noticed beforehand.

It was another file labeled **Precious Memories.**

Greatly intrigued by this, Cinder opened this file.

Immediately more memory recordings were on display. However, unlike the other videos in the previous folder, these videos had no dates, only labels.

And one label immediately caught her attention.

 **Meeting my newest friend: Ceres.**

Cinder played the video as she watched from the perspective of Penny during the dance that was held at Beacon just a few months ago.

As Cinder watched, her smile grew. She watched on how much care and interest Ceres had in this girl named Penny and how they both promised to keep each other's secrets. Like two lovers that are brought together through common ties, yet are forbidden to see one another due to conflicting societies. A classic tale.

As the video ended, Cinder noticed that then onward all the memory recordings are of Penny and Ceres.

Cinder smile turned sinister. "So it seems you do have a soft-spot after all, Ceres. Well… enjoy your happiness while it last." Cinder said as she shut off her tablet.

 **AN:**

 **And that's a wrap. I hope you all enjoy this extra-long chapter.**

 **Now to answer some questions.**

 **Why is Ceres helping Penny? Because it Penny is his friend and if you think about it he doesn't really have any friends back in the Koprulu sector. Just momentary allies or loyal servants. Plus, it makes sense, in the actual show Penny explained to Ruby that she had a plan to stay at Beacon, but we never knew what that plan was. Ceres in my fic gave her that confidence she showed in the show.**

 **What is an Arkship? For those who don't know, search it up underneath Starcraft 2. You will know when you see it.**

 **If you have any questions, comment, reviews, or suggestions put them in the comment box or PM me directly.**

 **Now I'm going to start writing two new chapters for** _ **Remnant's Grey Knight**_ **then chapters for my newest story** _ **Legacy of the Dead.**_ **See you all then.**


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